10-K
Eaton Corp plc (ETN)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number 000-54863
| EATON CORPORATION plc | ||||||
|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Ireland | 98-1059235 | ||||
| --- | --- | --- | --- | --- | ||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||
| Eaton House, | 30 Pembroke Road, | Dublin 4, | Ireland | D04 Y0C2 | ||
| (Address of principal executive offices) | (Zip Code) | |||||
| +353 | 1637 2900 | |||||
| --- | --- | --- | --- | |||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||
| Ordinary shares (0.01 par value) | ETN | New York Stock Exchange | ||||
| 4.450% Senior Notes due 2030 | ETN/30 | New York Stock Exchange | ||||
| 3.625% Senior Notes due 2035 | ETN/35 | New York Stock Exchange | ||||
| Securities registered pursuant to Section 12(g) of the Act: None |
All values are in US Dollars.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
|---|---|---|---|---|---|
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2025 was $139.0 billion.
As of January 31, 2026, there were 387.9 million Ordinary Shares outstanding.
Documents Incorporated By Reference
Portions of the Company's Proxy Statement for the 2026 Annual General Meeting of Shareholders (the Proxy Statement), to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2025, are incorporated by reference into Part III.
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| TABLE OF CONTENTS | ||
|---|---|---|
| Part I | 2 | |
| Item 1. | Business | 2 |
| Item 1A. | Risk Factors | 8 |
| Item 1B. | Unresolved Staff Comments | 12 |
| Item 1C. | Cybersecurity | 13 |
| Item 2. | Properties | 14 |
| Item 3. | Legal Proceedings | 14 |
| Item 4. | Mine Safety Disclosures | 14 |
| Part II | 14 | |
| Item 5. | Market forRegistrant'sCommonEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 |
| Item 6. | [Reserved] | 15 |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 15 |
| Item 8. | Financial Statements and Supplementary Data | 15 |
| Item 9. | Changesin and Disagreements with Accountants on Accounting and Financial Disclosure | 15 |
| Item 9A. | Controls and Procedures | 15 |
| Item 9B. | Other Information | 15 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 15 |
| Part III | 16 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 16 |
| Item 11. | Executive Compensation | 16 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 16 |
| Item 14. | Principal AccountantFees and Services | 16 |
| Part IV | 17 | |
| Item 15. | Exhibits and Financial Statement Schedules | 17 |
| Item 16. | Form 10-K Summary | 20 |
| SIGNATURES | 21 |
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Part I
Item 1. Business.
Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are capitalizing on the megatrends of the electrification, digitalization, and the reindustrialization of and growth of megaprojects in North America and increased global infrastructure spending, all of which are expanding our end markets and positioning Eaton for growth for years to come. We are strengthening our participation across the entire electrical power value chain and benefiting from momentum in the data center and utility end markets as well as a growth cycle in the commercial aerospace and defense markets. We are guided by our commitment to operate sustainably and with the highest ethical standards. Our work is helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and for future generations.
Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of $27.4 billion in 2025, the Company serves customers in 180 countries.
Eaton electronically files or furnishes reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) to the United States Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements, as well as any amendments to those reports. As soon as reasonably practicable, these reports are available free of charge through the Company's website at www.eaton.com. These filings are also accessible on the SEC's website at www.sec.gov.
Acquisitions and Divestiture of Businesses
In 2025, the Company acquired Fibrebond Corporation (Fibrebond) and Resilient Power Systems Inc. (Resilient), and announced an agreement to acquire Boyd Thermal. Additionally, on January 23, 2026, the Company closed the acquisition of Ultra PCS Limited (Ultra PCS). The acquisition of Resilient strengthens our power distribution offerings and accelerates the commercialization of solid-state transformer technology for future global applications in data centers and energy storage. Adding Fibrebond to the portfolio expands Eaton’s presence in the growing market for modular solutions for multi-tenant and hyperscale data center customers. The acquisition of Ultra PCS expands and integrates Eaton’s offerings in next-generation aerospace solutions. The agreement to acquire Boyd Thermal expands Eaton’s existing portfolio of solutions for data center customers to include critical liquid cooling technology, enabling the Company to serve hyperscale and colocation customers from the chip to the grid.
On January 26, 2026, Eaton announced its intention to pursue a spin-off of its Mobility business, which consists of its Vehicle and eMobility operating segments, into an independent, publicly traded company.
More information regarding the Company's acquisitions and divestiture is presented in Note 2 of the Notes to the consolidated financial statements.
Business Segment Information
Information by business segment regarding principal products, principal markets, methods of distribution and net sales is presented in Note 18 of the Notes to the consolidated financial statements. Additional information regarding Eaton's segments and business is presented below.
During the first quarter of 2026, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segment is Mobility, which consists of the legacy Vehicle and eMobility segments. Financial information for this new reportable segment has not been provided as the re-segmentation occurred subsequent to the year ended December 31, 2025. The Company expects to provide financial information for this new reportable segment in the Quarterly Report on Form 10-Q for the period ended March 31, 2026.
Electrical Americas and Electrical Global
Eaton’s Electrical sector helps customers manage power in a way that’s reliable, efficient, safe and sustainable. From the grid to homes, buildings, data centers and industrials – Eaton plays a vital role in modernizing infrastructure and accelerating the electrification of society. As the world’s demand for electricity grows, so does the need for Eaton’s innovative technology and solutions.
Principal methods of competition in these segments are performance of products and systems, technology, customer service and support, and price. Eaton has a strong competitive position in these segments and, with respect to many products, is considered among the market leaders. In normal economic cycles, sales of these segments are historically lower in the first quarter and higher in the third and fourth quarters of a specific year. In 2025, 22% of these segments' sales were made to six large customers of electrical products and electrical systems and services.
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Aerospace
Eaton’s industry-leading portfolio of aerospace technologies elevates aircraft efficiency, safety and performance for customers across the commercial, military and space markets. As the demand for more electric and sustainable aviation solutions amplifies, the company is uniquely positioned to help power the next generation of platforms.
Principal methods of competition in this segment are total cost of ownership, product and system performance, quality, design engineering capabilities, and timely delivery. Eaton has a strong competitive position in this segment and, with respect to many products and platforms, is considered among the market leaders. In 2025, 20% of this segment's sales were made to three large original equipment manufacturers of aircraft.
Vehicle
Eaton provides differentiated technologies that improve safety, efficiency, and performance for customers in the automotive, commercial vehicle, aftermarket and off-road segments. The company is committed to enabling the transition to electrified vehicles (EVs) while also continuing to provide innovative and efficient internal combustion engine (ICE) solutions.
Principal methods of competition in this segment are product performance, technology, global service, and price. Eaton is considered among the market leaders in this segment. In 2025, 37% of this segment's sales were made to four large original equipment manufacturers of vehicles and related components.
eMobility
Principal methods of competition in this segment are product performance, technology, global service, and price. In 2025, 18% of this segment's sales were made to one large original equipment manufacturer of vehicles and related components.
Information Concerning Eaton's Business in General
Raw Materials
Eaton's major requirements for raw materials include iron, steel, copper, nickel, aluminum, lead, silver, gold, titanium, rubber, plastic, electronic components, chemicals, and fluids. Materials are purchased in various forms, such as coils, sheets, strips, ingots, bars, extrusions, castings, forgings, stampings, powder metal, plastic resins, and pellets. Raw materials, as well as parts and other components, are purchased from many suppliers. Under normal circumstances, the Company has no difficulty obtaining its raw materials. To mitigate the impact of supply chain risk events we continue to invest in supply chain resiliency and work closely with our partners.
Intellectual Property
Eaton considers its intellectual property, including without limitation patents, trade names, domain names, trademarks, confidential information, and trade secrets to be of significant value to its business as a whole. The Company's products may be manufactured, marketed and sold using a portfolio of patents, trademarks, licenses, and other forms of intellectual property, some of which expire in the future. Eaton develops and acquires new intellectual property on an ongoing basis and considers all of its intellectual property to be valuable. Based on the broad scope of the Company's product lines, management believes that the loss or expiration of any single intellectual property right would not in and of itself have a material effect on Eaton's consolidated financial statements or its business segments. The Company works diligently to protect its intellectual property, including innovations, through various legal means.
Environmental Contingencies
Our comprehensive sustainability strategy is driven by our mission to improve the quality of life and the environment. We are committed to reducing our footprint, eliminating waste, and making the best use of natural resources. The operations of the Company involve emissions, as well as the use and disposal of certain substances regulated under environmental protection laws. Eaton continues to modify processes on an ongoing, regular basis in order to reduce the impact on the environment, including the reduction or elimination of certain chemicals used in, and wastes generated from, operations. Compliance with laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, are not expected to have a material adverse effect upon capital expenditures, including expenditures for environmental control facilities, earnings or the competitive position of the Company. Compliance with future environmental protection laws may require an increase in capital expenditures. Information regarding the Company's liabilities related to environmental matters is presented in Note 11 of the Notes to the consolidated financial statements.
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Human Capital Management
Eaton has approximately 97,000 employees globally. The number of persons employed by our reportable segments and corporate at December 31, 2025 are as follows:
| (In thousands) | 2025 |
|---|---|
| Electrical Americas | 35 |
| Electrical Global | 26 |
| Aerospace | 14 |
| Vehicle | 12 |
| eMobility | — |
| Corporate | 10 |
| Total number of persons employed | 97 |
Eaton uses and monitors a variety of metrics to demonstrate our objectives related to employee attraction, development, and retention are met. Most notably, Eaton tracks the following:
Inclusion and Diversity
Eaton aspires to be a model of inclusion and diversity in the industry - known for the way it welcomes all employees to the table and includes them by listening to what they have to offer.
We’re doing this because we believe an inclusive and diverse workforce makes better decisions. Our success depends on our ability to attract and retain the best employees without regard to race, color, social or economic status, religion, national origin, marital status, age, veteran status, sexual orientation, gender identity, or any protected status. It is the policy of the Company to make all decisions regarding employment based on the principle of equal employment opportunity and without discrimination. We embrace the power of diverse experiences, backgrounds and perspectives from all our employees to drive innovation and sustainable growth that benefits our employees, investors, customers and communities.
We also believe that when we value the uniqueness of each individual, we can attract and retain top talent, enable higher-performing teams, and accelerate the process of becoming an enterprise that can win in all markets.
At December 31, 2025, Eaton’s workforce distribution is as follows:
| Total Global | Number of women<br>(Global) | Percentage of women<br>(Global) | U.S. total | Number of minorities (U.S. only)1 | Percentage of minorities (U.S. only)1 | |||
|---|---|---|---|---|---|---|---|---|
| Board of directors | 12 | 4 | 33.3 | % | 9 | 5 | 55.6 | % |
| Executive leadership team | 19 | 2 | 10.5 | % | 18 | 6 | 33.3 | % |
| Executives | 718 | 189 | 26.3 | % | 517 | 116 | 22.4 | % |
| Managers | 8,983 | 2,272 | 25.3 | % | 4,556 | 1,036 | 22.7 | % |
| All other employees | 87,583 | 30,452 | 34.8 | % | 24,911 | 9,657 | 38.8 | % |
| All employees | 97,303 | 32,915 | 33.8 | % | 30,002 | 10,815 | 36.0 | % |
1 Excluding Puerto Rico
Our plan to be a model of inclusion and diversity among our peers encompasses a number of actions, including an examination into our programs, practices, processes, and policies to look for opportunities to strengthen our entire workforce.
Compensation
A key component of Eaton’s attraction and retention strategy is providing a competitive total rewards package which includes items such as salaries, wages, short- and long-term incentive compensation, in addition to health, welfare, retirement, and other benefits. Eaton regularly benchmarks its compensation and benefits practices against those of our industry peers and in the markets in which we operate to evaluate how our plans and programs are aligned with external practices in effort to maintain a high performing workforce.
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Safety
At Eaton, our goal is to support the safety, health and wellness of our employees. We have established safety principles that underline the importance of protecting our employees’ well-being and require each individual to be responsible and accountable for recognizing and correcting at-risk behavior or unsafe conditions. We recognize that all injuries and occupational illnesses are preventable, and a workplace with zero incidents is achievable.
Throughout our operations, our goal is to have no safety incidents and we continue to make progress towards that goal. Our 2024 Total Recordable Case Rate (TRCR) was 0.39 and our Days Away Case Rate (DACR) was 0.17. We have consistently reduced our annual TRCR and consider our 2030 target of 0.25 to be a world-leading safety rating. Our 2025 TRCR will be provided in our annual Sustainability Report to be issued in 2026.
Achieving work-life balance
We aspire to support the safety, health and wellbeing of our employees. We do this by helping all our employees maximize their physical, financial and emotional wellbeing, both at work and at home. Eaton’s three dimensions of wellbeing focus on increasing engagement and productivity, and improving health risks. We believe wellbeing is a state of balance that consists of having the appropriate resources, opportunities, and challenges needed to achieve optimal health and performance for the individual and the organization. Our culture of wellbeing is anchored by the global framework of country-level assessments of resources and commitment to provide our employees with the knowledge and support needed to live well.
Achieving work-life balance is a common concern of today's employees. Flexible work solutions and inclusive programs will help us remain competitive in attracting and retaining the best talent and make it possible for employees in varied situations to be able to remain at Eaton. Flexible solutions include compressed work weeks, remote working, job sharing, part-time work, flextime, and telework.
Engagement
Fully engaged employees feel motivated to contribute to organizational success and are willing to apply discretionary effort to accomplishing tasks important to the achievement of organizational goals. Examples of how we engage our employees include enterprise-wide town halls, hosting informal listening meetings and surveying groups of employees on specific subjects. In addition, we have programs focused on career development of employees at all levels and we are committed to a wide range of strategies designed to improve and sustain employee engagement over the long-term. Our most recent engagement survey of all employees was completed in 2025. Of those who responded to the survey, 86% had favorable engagement indicating they were proud to work at Eaton, felt personal accomplishment from their work, and would recommend Eaton as a place to work.
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Information about our Executive Officers
A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, 2026, is as follows:
| Name | Age | Position (Date elected to position) |
|---|---|---|
| Paulo Ruiz | 51 | Director of Eaton Corporation plc (September 2, 2024 - present) |
| Chief Executive Officer of Eaton Corporation (June 1, 2025 - present) | ||
| President and Chief Operating Officer of Eaton Corporation | ||
| (September 2, 2024 - May 31, 2025) | ||
| President and Chief Operating Officer - Industrial Sector of Eaton Corporation | ||
| (July 5, 2022 - December 31, 2024) | ||
| President Energy Solutions and Services of Eaton Corporation | ||
| (August 2, 2021 - July 5, 2022) | ||
| Hydraulics Group President of Eaton Corporation (April 1, 2019 - August 2, 2021) | ||
| Olivier Leonetti | 61 | Executive Vice President and Chief Financial Officer of Eaton Corporation |
| (February 5, 2024 - present) | ||
| Executive Vice President and Chief Financial Officer of Johnson Controls | ||
| International, plc, a global leader in smart, healthy and sustainable buildings | ||
| (September 2020 - January 2024) | ||
| Kaled Awada | 51 | Executive Vice President and Chief Human Resources Officer of Eaton Corporation |
| (October 6, 2025 – present) | ||
| Executive Vice President, Chief People Officer of PG&E Corporation and Pacific Gas | ||
| and Electric Company, a public utility company (January 2024 – September 2025) | ||
| Executive Vice President and Chief Human Resources Officer of Tenneco Inc., an | ||
| automotive components manufacturer (September 2018 – November 2022) | ||
| Lucy Clark Dougherty | 56 | Executive Vice President and Chief Legal Officer of Eaton Corporation |
| (April 4, 2025 – present) | ||
| General Counsel of Eaton Corporation (January 27, 2025 – April 3, 2025) | ||
| Senior Vice President, General Counsel and Secretary of Polaris Inc., a manufacturer of | ||
| powersports vehicles (June 2019 – November 2024) | ||
| Peter Denk | 51 | President and Chief Operating Officer - Industrial Sector of Eaton Corporation |
| (January 1, 2025 - present) | ||
| President - Mobility Group of Eaton Corporation (April 1, 2023 - December 31, 2024) | ||
| President - Vehicle Group, North America of Eaton Corporation | ||
| (June 4, 2018 - March 31, 2023) | ||
| Antonio Galvao | 64 | President - Mobility Group of Eaton Corporation (January 1, 2025 - present) |
| President - Mobility Group and Corporate, South America of Eaton Corporation | ||
| (August 1, 2012 - December 31, 2024) | ||
| Heath B. Monesmith | 55 | President and Chief Operating Officer - Electrical Sector of Eaton Corporation |
| (July 5, 2022 - present) | ||
| President and Chief Operating Officer - Industrial Sector of Eaton Corporation | ||
| (July 1, 2019 - July 4, 2022) |
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| Adam Wadecki | 42 | Senior Vice President and Controller of Eaton Corporation (April 22, 2024 - present) |
|---|---|---|
| Senior Vice President, Internal Audit of Eaton Corporation | ||
| (September 27, 2023 - April 21, 2024) | ||
| Chief Financial Officer, Corporate Finance and Finance Transformation of General | ||
| Electric and its successor, General Electric Healthcare, a health technology company | ||
| (April 2023 - September 2023) | ||
| Chief Financial Officer of Global Medical Imaging of General Electric and its | ||
| successor, General Electric Healthcare (June 2021 - April 2023) | ||
| Vice President, Grainger Business Unit Finance of W.W. Grainger, Inc., an industrial | ||
| supply company (January 2020 - May 2021) | ||
| Mike Yelton | 56 | President - Americas Region, Electrical Sector of Eaton Corporation |
| (April 1, 2023 - present) | ||
| President - Assemblies and Residential Solutions, Electrical Sector, America Region | ||
| of Eaton Corporation (January 1, 2023 - April 1, 2023) | ||
| President - Commercial and Residential Distribution Solutions Business of Eaton | ||
| Corporation (July 1, 2019 - January 1, 2023) |
There are no family relationships among the officers listed, and there are no arrangements or understandings pursuant to which any of them were elected as officers. All officers hold office for one year and until their successors are elected and qualified, unless otherwise specified by the Board of Directors; provided, however, that any officer is subject to removal with or without cause, at any time, by a vote of a majority of the Board of Directors.
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Item 1A. Risk Factors.
Among the risks that could materially adversely affect Eaton's businesses, financial condition or results of operations are the following:
Operational Risks
We are subject to risks relating to acquisitions, joint ventures and investments, and risks relating to the integration of acquired companies.
As part of our strategy, we pursue strategic transactions, including but not limited to acquisitions, joint ventures, and investments. Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses and expenses, in addition to integration challenges whether foreseen or unforeseen, which may be dilutive to earnings and unfavorably impact cash flow. Acquisitions also involve numerous other risks, including: the diversion of management attention to integration matters; difficulties in integrating operations and systems; challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures; difficulties in assimilating employees and in attracting and retaining key personnel; challenges in keeping existing customers and obtaining new customers; difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects; contingent liabilities (including contingent tax liabilities and earn-out obligations) that are larger than expected; and potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with acquired companies. Financial success of a strategic transaction requires balancing both short- and long-term inputs driven by internal and external factors difficult to fully identify prior to transaction consummation. Transactional challenges post-closing could materially and adversely impact our business, financial condition and results of operations.
Our operations depend on production facilities throughout the world, which subjects them to varying degrees of risk of disrupted production.
Eaton manages businesses with manufacturing facilities worldwide. Our manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, war, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns. Any such disruption could cause delays in production and shipment of products and the loss of sales and customers, and insurance proceeds may not adequately compensate for losses.
Significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers, could continue to adversely impact our results of operations.
We have been affected by supply chain disruptions and related inflationary pressures. Labor shortages persist broadly in select markets, and shortages of certain raw materials have continued to affect the prices that our businesses are charged, particularly commodities. Some of our suppliers have experienced the same conditions and, in response, have continued to increase their prices in response to increases in their costs of raw materials, energy, and/or labor. While we strive to recoup these increased costs through our pricing, product modifications or other mediating responses, if we are unable to do so without compromising the competitive position of our products and services, our results could continue to be impacted by this trend. Further, should these trends continue or worsen, the impact could have a material adverse impact on our operating results.
We rely on suppliers to provide raw materials, components, and services.
Our business requires that we buy raw materials, components, and services from third parties. Supplier relationships have in the past been and could in the future be interrupted or terminated. Our reliance on suppliers involves certain risks, including:
•shortages of commodities, components, or other materials, which could adversely affect our manufacturing efficiencies and ability to make timely delivery of our products, solutions, and services;
•changes in the cost of these purchases due to inflation, exchange rate fluctuations, taxes, tariffs, commodity market volatility, or other factors that affect our suppliers;
•poor quality or insecure supply chain, which could adversely affect the reliability and reputation of our products, solutions, and services;
•climate impacts, severe weather events, or natural and other disasters that impact our suppliers;
•sanctions, embargoes, and other trade restrictions that may affect our ability to purchase commodities, components, or other materials from various suppliers; and
•intellectual property risks such as challenges to ownership of rights or alleged infringement by suppliers.
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Any of these uncertainties could adversely impact our financial results and ability to compete. We also maintain single-source supplier relationships because either alternative sources are not available, or the relationship is advantageous due to certain considerations, such as performance, quality, support, delivery, capacity, or price. Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to manufacture or ship the related products in a timely manner. The effect of unavailability or delivery delays would be more severe if associated with our higher volume and more profitable products. Even where substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and loss of sales.
We may rely on third-party suppliers for the components used in our products, and we may rely on third-party manufacturers to manufacture certain of our assemblies and finished products. Our results of operations, financial position, and cash flows could be adversely affected if such third parties lack sufficient quality control or if there are significant changes in their financial or business condition. If these third parties fail to deliver quality products, parts, and components on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged.
Risks and uncertainties related to the development and use of artificial intelligence may present business, compliance and reputational risks.
Recent technological advances in artificial intelligence (AI) and machine-learning technology have presented opportunities for us to drive internal efficiencies in our business operations, but they also pose risks to us. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer, particularly if our competitors more effectively use AI to drive their business efficiencies or create new or enhanced products or services that we are unable to compete against on cost, quality or other attributes. However, the introduction of AI technologies, particularly generative AI, into internal processes and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. Furthermore, any confidential information that is disclosed to a third-party generative AI platform could be leaked or disclosed to others, which could result in loss or theft of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. Moreover, the use of AI may give rise to risks related to harmful content, accuracy, and bias, which could expose us to risks related to inaccuracies or errors in the output of such technologies. The rapidly evolving legal and regulatory environment relating to AI, in the United States and globally, could also impact Eaton’s implementation of AI technology, and increase compliance costs and the risk of non-compliance.
If we are unable to protect our information technology infrastructure against service interruptions, data corruption, cyberbased attacks or network security breaches, product or service offerings could be compromised or operations could be disrupted or data confidentiality impaired.
Eaton relies on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including procurement, manufacturing, distribution, invoicing and collection. Some of this information may be stored in the cloud or on networks not managed by us. Additionally, many of our products and services include, and we utilize and rely on, third-party service-providers, whose products include integrated software and information technology that collects data or connects to external and internal systems. Because of this, cybersecurity threats pose a material risk to our business operations.
Global cybersecurity threats range from widespread vulnerabilities, sophisticated and targeted measures known as advanced persistent threats, or uncoordinated individual attempts to gain unauthorized access to IT/OT systems. These threats may be directed at Eaton, its products, software embedded in Eaton’s products, or its third-party service providers. The risk is amplified by the increasingly connected nature of our products and systems. These threats may originate from anywhere in the connected world and while they may take the form of phishing, malware, bots, or human-centric attacks, the nature of the threat is constantly evolving. Eaton continues to deploy reasonable comprehensive measures designed to deter, prevent, detect, respond to and mitigate these threats.
As a result of our worldwide operations, we are subject to laws and regulations, including data protection/privacy and cybersecurity laws and regulations, in many jurisdictions. In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S. states and foreign jurisdictions in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions. For example, the Global Data Protection Regulation (GDPR) prefers that we manage personal data in the E.U. and may impose fines of up to four percent of our global revenue in the event of certain violations.
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Our customers, including governmental agencies, are increasingly requiring cybersecurity protections and mandating cybersecurity standards, which may result in additional operating or production costs. Our cybersecurity program aligns with well-known industry-wide security control frameworks. Despite these efforts, cybersecurity incidents could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information and the disruption of business operations. The potential consequences of a material cybersecurity incident include theft of intellectual property, disruption of operations, reputational damage, adverse health and safety consequences, the loss or misuse of confidential information, product failure, as well as exposure to fines, legal claims or enforcement actions.
Weather disruptions and regulatory, market and social reactions to them create uncertainties that could negatively impact our business.
Extreme weather events may create physical risks to our operating locations and supply chains, as well as to our suppliers’ and customers’ operations. Operational, environmental and social regulations may pose stringent obligations on our operations, which could impact our financial results and adversely affect our ability to conduct normal business operations. Those events could also change customer and market demands, and we may not be able to move quickly enough to meet such demands or meet all of the varying demands from different geographic regions, markets and business sector, which could negatively affect our business, results of operations, and financial condition.
Our ability to identify, attract, develop, engage, and retain qualified employees could affect our ability to execute our strategy.
The market for employees and leaders with certain skills and experiences is very competitive. Our continued success depends, in part, on our ability to identify, attract, develop, engage, and retain qualified candidates with the requisite education, background, technical skills, industry knowledge, and experience. Failure to attract, develop, engage, and retain qualified employees, difficulty in recruiting new employees, perceived or actual erosion of our culture, or inadequate resources to train, integrate, and retain qualified employees, could impair our ability to execute our business strategy and could adversely affect our business, results of operations, and financial condition.
In addition, the nature of our business requires us to maintain a labor force that is sufficiently large enough to support our manufacturing operations to meet customer demand, as well as provide on-site services and project support for our customers. We have in the past experienced, and could in the future experience, shortages for skilled or unskilled labor, which has in the past and could in the future negatively impact our growth and results of operations.
We may not complete the anticipated spin-off or complete it within the time frame we anticipate or at all; the spin-off may present difficulties that could have an adverse effect on us; costs associated with the spin-off may be higher than anticipated; we may not realize some or all of the expected benefits of the spin-off.
On January 26, 2026, we announced our intention to spin-off our Mobility business, which consists of the legacy Vehicle and eMobility segments, by the end of the first quarter of 2027, subject to the satisfaction of customary legal and regulatory requirements and approvals. The failure to satisfy all the required conditions could delay the completion of the spin-off for a significant period of time or prevent it from occurring at all. Spin-offs are complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment and market conditions or regulatory or political conditions may affect our ability to complete the anticipated spin-off as currently expected, within the anticipated time frame or at all. Any changes to the spin-off or delay in completing it could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than expected. In addition, the terms and conditions of the required regulatory authorizations and consents that are granted, if any, may impose requirements, limitations or costs, or place restrictions on the conduct of the Mobility business, as an independent company, and may materially delay the completion of the spin-off. Whether or not the spin-off is completed, our business may face material challenges in connection with this transaction, including, without limitation: the diversion of management’s attention from ongoing business concerns; attracting and retaining key management and other employees; retaining existing, or attracting new, business and operational relationships; foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and expenses; and potential negative reactions from the financial markets if we fail to complete the spin-off as currently expected, within the anticipated time frame or at all. Although we intend for the spin-off to be tax-free to our stockholders for U.S. federal income tax purposes, there can be no assurance that the spin-off will so qualify. Any of these factors could have a material adverse effect on our business, financial condition and our stock price.
Industry and Market Risks
Technology disruption may impact our stock price and/or negatively impact our end markets.
Our products and services support innovative technology and mega trends, including, for example, data centers. These markets have experienced and may continue to experience the abrupt introduction of disruptive technologies, which may, in turn, negatively impact our end markets. Additionally, equity markets in this space may be volatile, and may not react rationally to newly introduced products, thus impacting our stock price.
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Volatility of end markets that we serve could materially and adversely affect our business, financial condition and results of operations.
Eaton's segment revenues, operating results, and profitability have varied in the past and may vary from quarter to quarter in the future. Profitability can be negatively impacted by macroeconomic conditions, newly competitive market players, and volatility in the end markets that we serve. We have undertaken measures to reduce the impact of this volatility through diversification of the markets we serve and expansion of the geographic regions in which we operate. Future downturns in any of the markets could adversely affect revenues, operating results, and profitability.
Our operating results depend in part on continued successful research, development, and marketing of new and/or improved products and services, and there can be no assurance that we will continue to successfully introduce new products and services or maintain present market positions.
Eaton’s success depends in part on our ability to anticipate and offer products and services that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new products and service offerings requires high levels of innovation, and the development process is often lengthy and costly. If we are not able to anticipate, identify, develop, and market products that respond to changes in customer preferences and emerging technological and broader industry trends, including the adoption and integration of artificial intelligence, demand for our products could decline.
The success of new and improved products and services depends on their initial and continued acceptance by our customers. Even after introduction, new or enhanced products may not satisfy customer preferences and product failures may cause customers to reject our products. Our businesses are affected, to varying degrees, by technological changes and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. We may experience difficulties or delays in the research, development, production, or marketing of new products and services which may prevent us from recouping or realizing a return on the investments required to bring new products and services to market. Our positions may also be impacted by new entrants into our product or regional markets.
We are exposed to geopolitical, economic and other risks that arise from uncertainty in worldwide and regional economic conditions.
Our global business is sensitive to macroeconomic conditions. Macroeconomic downturns may have an adverse effect on our business, results of operations and financial condition, as well as our distributors, customers and suppliers, and on activity in many of the industries and markets we serve. Among the economic factors that may have such an effect are disruptions in financial markets; adverse changes in the availability and cost of capital; economic downturns; military conflicts; wars; terrorism; pandemics, epidemics and public health emergencies; political changes and trends; tariffs and retaliatory counter measures; monetary policies; interest rates; inflation and deflation; recessions; commodity prices; currency volatility or exchange control; and ability to expatriate earnings.
We cannot predict changes in worldwide or regional macroeconomic conditions, as such conditions are highly volatile and beyond our control. In addition, our responses to mitigate the impact of these conditions, such as potential price increases, could negatively impact our market share or relationships with distributors or customers. Furthermore, if these conditions deteriorate or remain at depressed levels for extended periods, our business, results of operations and financial condition could be materially adversely affected.
Legal and Regulatory Risks
Operating globally subjects us to risks and events beyond our control in countries where we operate.
Operating globally subjects Eaton to various risks, including, but not limited to, economic and political instability, including war or armed conflict, changes in government policies, expropriation, nationalization, and other political, economic, or social developments; complex and continually changing government laws, regulations and policies; increased tariffs, trade barriers, trade agreements, and other restrictions on international trade; trade laws and trade treaties that impact our effective tax rate; supply chain disruptions, including, as a result of natural disasters, transportation disruptions, and geopolitical events; currency fluctuations, which can affect the value of our foreign currency revenues, expenses, and cash flows; inadequate intellectual property protections in foreign jurisdictions that could result in the unauthorized use or infringement of our intellectual property; adverse consumer sentiment for non-local products; and local labor market conditions. The occurrence of one or more of these events has, from time to time, impacted, and may in the future impact, our business in a variety of ways, including reducing demand for our products, increasing costs, limiting our ability to operate in certain jurisdictions, disrupting our ability to deliver products to customers on time and at competitive prices, subjecting us to fines, penalties, and sanctions, harming our competitive position, devaluation of assets, and impacting our financials.
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Changes in countries' trade policies globally, including imposition of sanctions or tariffs, may have a material adverse impact on our business and results of operations.
Changes in various countries’ trade policies, including tariffs and duties, can materially increase costs for goods imported into the United States, which can lead to broader cost pressures even for goods that are not imported. If Eaton is unable to take mitigating actions, it could negatively impact product margins and our financial performance. Additionally, potential price increases or other mitigating efforts could negatively impact market share or otherwise increase the risk of customer disputes, giving rise to possible cash flow impacts. Furthermore, globally evolving trade policies may lead to abrupt or unpredictable changes in tariffs, quotas, duties or trade agreements, potential violations or litigation, which may disrupt our supply chain and/or lead to an increase in costs. Such policies could make it more difficult or costly for us to export our products to those countries, therefore negatively impacting our financial performance.
We are subject to risks relating to changes in our tax rates, changes in global tax laws and regulations, or exposure to additional income tax liabilities.
Eaton is subject to income taxes in many jurisdictions around the world. Income tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be affected materially by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, or changes in tax legislation, regulations, and policies. The amount of income taxes paid is subject to ongoing audits and litigation by tax authorities in the countries in which we operate. The ultimate outcome of any such audit and/or litigation cannot be predicted with certainty given the complex nature of tax controversies. Should the ultimate outcome of any such audit and/or litigation result in assessments different from amounts reserved, final resolution may have a material adverse impact on the Company’s consolidated financial statements.
As a provider of products to the U.S. government, we are subject to certain rules, regulations, audits and investigations and enhanced compliance risks.
Doing business with the U.S. government subjects us to risks such as dependence on the level of government spending and compliance with and changes in governmental acquisition regulations and other requirements. Contracts relating to the sale of products to the U.S. government parties may impose terms or provisions that are not typical in commercially negotiated transactions and, in some instances, could impose added costs on our business. We are subject to audits and investigations of our business practices and compliance with government acquisition regulations, and any findings of wrongdoing could result in fines and penalties or termination of contracts or debarment from bidding on contracts, which could negatively impact our results of operations.
We may be unable to adequately protect our intellectual property rights, which could affect our ability to compete.
Protecting our intellectual property rights is critical to our ability to compete and succeed. We own a large number of patents and patent applications worldwide, as well as trademark and copyright registrations that are necessary, and contribute significantly, to the preservation of our competitive position in various markets. Although management believes that the loss or expiration of any single intellectual property right would not have a material effect on the results of operations or financial position of Eaton or its business segments, there can be no assurance that any one, or more, of these patents and other intellectual property will not be challenged, invalidated, or circumvented by third parties. Eaton enters into confidentiality and invention assignment agreements with employees, and into non-disclosure agreements with suppliers and appropriate customers, so as to limit access to and disclosure of proprietary information. These measures may not suffice to deter misappropriation or independent third party development of similar technologies.
We are subject to litigation and environmental regulations that could adversely impact our businesses.
At any given time, we may be subject to litigation, the disposition of which may have a material adverse effect on our businesses, financial condition or results of operations. Information regarding current legal proceedings is presented in Note 11 and Note 12 of the Notes to the consolidated financial statements.
Item 1B. Unresolved Staff Comments.
None.
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Item 1C. Cybersecurity.
Risk Management and Strategy.
Eaton follows the U.S. National Institute of Standards and Technology (NIST) Cyber Security Framework to structure protocols for identifying, assessing and managing cybersecurity risks. In accordance with NIST guidance, Eaton maintains documented information security policies and standards to protect operations, assets, data and services and to defend against, respond to and recover from potential cyberattacks. These policies and standards include both preventive measures and reactive processes. Preventive measures include, but are not limited to, protective and detective cybersecurity systems, security monitoring, threat hunting and mandatory, enterprise-wide employee training. Eaton’s reactive processes are captured primarily by a cyber incident response plan (the IRP), which is comprised of an evolving set of procedures developed by cross-functional experts, and external consultants, who draw upon technical proficiency and learnings from past experiences. All of these procedures and practices are tailored to Eaton’s technology environment and are refined iteratively. Further, Eaton has an information risk management program that includes a vendor risk assessment process, whereby Eaton systematically oversees and identifies risks from cybersecurity threats related to its use of third-party service providers.
The IRP is executed by an Incident Response Team (IRT), led by our Chief Information Security Officer (CISO). The exact composition of the IRT varies depending on the severity and potential impact of an incident, and will typically include stakeholders across corporate and business functions. The team collaborates with internal experts and may engage external resources to assess and contain a threat if deemed necessary. Such external resources may potentially include forensic investigation and response firms, law firms, external auditors, forensic accountants, and consultants who are on retainer contracts for expedited availability.
Our cybersecurity risk management framework is integrated into our broader enterprise risk management program, which is designed to identify, assess and mitigate material risks. When cybersecurity risks are identified through the enterprise risk management program or other monitoring activities, they are escalated to relevant business and functional leaders within the Company for appropriate oversight, evaluation, and remediation. In addition, training and tabletop exercises are updated to reflect these risk insights, reinforcing a coordinated and comprehensive approach to managing cybersecurity threats. While cybersecurity threats remain a risk to the Company’s business operations (see discussion in Item 1A. Risk Factors.), our robust risk mitigation strategies have been effective to date. Accordingly, no such threats have materially affected or are reasonably likely to materially affect the company, our business strategy, results of operations or our financial condition.
Governance.
While Eaton's Board of Directors as a whole provides oversight over our enterprise risk management program, the Audit Committee has the specific responsibility of providing oversight for cybersecurity risks. The Company’s Chief Information Officer (CIO) and CISO report quarterly to the Audit Committee on any significant cybersecurity incidents, threats, mitigation strategies and controls. The Audit Committee then updates the full board on significant matters raised and discussed during these sessions. The Audit Committee participates in risk management training related to cybersecurity risk management specifically and the full board is trained annually regarding incident response and risk management.
The Audit Committee delegates day-to-day management of cybersecurity risks to the Company’s senior management, which includes our CISO, who reports to the CIO. Our CISO leads a team of dedicated professionals that are responsible for a wide range of risk assessment and management and leads at least ten specialized teams of internal and external experts focusing on distinct categories of threats. Our CISO has over 30 years of cybersecurity, information security and global IT experience, including security strategy, governance, incident response, operational technology cybersecurity, and NIST‑aligned program development. He is a certified information systems security professional, and previously held the CISO position at multinational public companies. Our CIO leads the Company’s global information technology strategy and execution, including cybersecurity, infrastructure, operations and process improvement, and reports to the Chief Executive Officer. With an engineering background, she has extensive experience managing digital transformation, operational excellence, and enterprise IT teams, including from her prior IT leadership positions at other large public companies. Our CIO and CISO are informed about cyber incidents through regular reports from their teams. They monitor the prevention, detection, mitigation and remediation of cyber incidents through reviewing and discussing effectiveness of the information security policies and standards with their teams, as well as participating in cybersecurity training and tabletop exercises, which simulate security incidents and response.
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Item 2. Properties.
Eaton's principal executive offices are located at Eaton House, 30 Pembroke Road, Dublin 4, Ireland D04 Y0C2. The Company maintains manufacturing facilities at approximately 201 locations in 36 countries. The Company is a lessee under a number of operating and finance leases for certain real properties and equipment, none of which is individually material to its operations. Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition.
Item 3. Legal Proceedings.
Information regarding the Company's legal proceedings is presented in Note 11 and Note 12 of the Notes to the consolidated financial statements.
Item 4. Mine Safety Disclosures.
Not applicable.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's ordinary shares are listed for trading on the New York Stock Exchange under the symbol ETN. At December 31, 2025, there were 8,691 holders of record of the Company's ordinary shares. Additionally, 13,766 current and former employees were shareholders through participation in the Eaton Savings Plan, the Eaton Personal Investment Plan, and The Eaton Puerto Rico Retirement Savings Plan.
Information regarding equity-based compensation plans required by Regulation S-K Item 201(d) is provided in Item 12 of this Form 10-K Report.
Irish Taxes Applicable to Dividends
Irish income tax may arise with respect to dividends paid on Eaton shares. Eaton may be required to deduct Irish dividend withholding tax (“IDWT”, currently at a rate of 25%) from dividends paid to shareholders who are not tax residents of Ireland even though they are not subject to this tax. To claim exemption from IDWT, shareholders, who are resident in a location which has concluded a double tax treaty with Ireland, can complete certain Irish dividend withholding tax exemption forms or hold their shares in an account through the Depository Trust Company and have on file with their broker or qualifying agent a valid U.S. address on the record date of the dividend.
Eaton shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability for Irish income tax on the dividends unless they are otherwise subject to Irish income tax.
Issuer’s Purchases of Equity Securities
During the fourth quarter of 2025, 0.5 million ordinary shares were repurchased in the open market at a total cost of $193 million. These shares were repurchased under the programs approved by the Board of Directors on February 27, 2025 (the 2025 Program). A summary of the shares repurchased in the fourth quarter of 2025 is as follows:
| Period | Total number<br>of shares<br>purchased | Average<br>price paid<br>per share | Total number of<br>shares purchased as<br>part of publicly<br>announced<br>plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)(1) | ||
|---|---|---|---|---|---|---|
| October 1 to October 31 | — | $ | — | — | $ | 7,790 |
| November 1 to November 30 | 511,847 | $ | 377.47 | 511,847 | $ | 7,597 |
| December 1 to December 31 | — | $ | — | — | $ | 7,597 |
| Total | 511,847 | $ | — | 511,847 |
(1) On February 27, 2025, the Board of Directors of Eaton approved an ordinary share repurchase program under which the Company may purchase its ordinary shares in an aggregate amount up to $9.0 billion during the three-year period commencing on that date. As of December 31, 2025, approximately $7.6 billion remained available for purchase under this authorization.
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Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Information required by this Item is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Information regarding market risk is presented in “Market Risk Disclosure” of this Form 10-K.
Item 8. Financial Statements and Supplementary Data.
The reports of the independent registered public accounting firm, consolidated financial statements, and notes to consolidated financial statements are presented in Item 15 of this Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in Eaton's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton's reports filed under the Exchange Act is accumulated and communicated to management, including Eaton's Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
Pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act, an evaluation was performed under the supervision and with the participation of Eaton's management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that Eaton's disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Internal Control over Financial Reporting
Pursuant to Section 404 of the Sarbanes Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, Eaton has included a report of management's assessment of the effectiveness of internal control over financial reporting, which is included in Item 15 of this Form 10-K.
“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, 2025 is included in Item 15 of this Form 10-K.
During the fourth quarter of 2025, there was no change in Eaton's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Management is currently evaluating the impact of businesses acquired in the past twelve months on Eaton's internal control over financial reporting.
Item 9B. Other Information.
During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required with respect to the directors of the Company is set forth under the caption "Proposal 1: Electing the 11 Director Nominees" in the Proxy Statement, and is incorporated herein by reference. Information required with respect to the executive officers of the Company is set forth in Part I, Item 1 of this Form 10-K under the caption "Information about our Executive Officers."
The Company has adopted a Code of Ethics, which applies to the directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller) and employees worldwide. This document is available on the Company's website at https://www.eaton.com/us/en-us/company/ethics-compliance/policies/code-of-ethics.html. Eaton will post any amendments to, or waivers of, a provision of its Code of Ethics that apply to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on the Company’s website at https://www.eaton.com/us/en-us/company/ethics-compliance/policies/code-of-ethics.html.
To the extent disclosure of any delinquent form under Section 16(a) of the Exchange Act is made by the Company, such disclosure will be set forth in the Proxy Statement under the caption "Delinquent Section 16(a) Reports" and is incorporated herein by reference.
Information related to the Company's insider trading policies and procedures is set forth under the caption "Insider Trading Policy" in the Proxy Statement, and is incorporated herein by reference.
There were no changes during the fourth quarter 2025 to the procedures by which security holders may recommend nominees to the Company's Board of Directors.
Information related to the Audit Committee and its members is set forth under the caption "Board Committees" in the Proxy Statement, and is incorporated herein by reference.
Item 11. Executive Compensation.
Information required with respect to executive compensation is set forth under the captions "Compensation Discussion and Analysis," "Compensation Tables," "2025 CEO Pay Ratio," "2025 Director Compensation" in the Proxy Statement, and is incorporated herein by reference (other than the Compensation and Organization Committee Report, which will be deemed furnished).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required with respect to securities authorized for issuance under equity-based compensation plans is set forth under the caption "Other Information - Equity Compensation Plans" in the Proxy Statement, and is incorporated herein by reference.
Information required with respect to security ownership of certain beneficial owners is set forth under the caption "Share Ownership Tables" in the Proxy Statement, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required with respect to certain relationships and related transactions is set forth under the caption "Related Person Transactions" in the Proxy Statement, and is incorporated herein by reference.
Information required with respect to director independence is set forth under the caption "Director Independence" in the Proxy Statement, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
Information required with respect to principal accountant fees and services is set forth under the caption "Fees Paid to Independent Auditor" and "Auditor Committee Pre-Approval Policy" in the Proxy Statement, and is incorporated herein by reference.
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Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) (1) The reports of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above:
Reports of Ernst & Young LLP Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Income - Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income - Years ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets - December 31, 2025 and 2024
Consolidated Statements of Cash Flows - Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Shareholders' Equity - Years ended December 31, 2025, 2024 and 2023
Notes to consolidated financial statements
(2) All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(b) Exhibits incorporated by reference to or filed in conjunction with this form 10-K are listed below.
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Certain schedules exhibits, and appendices have been omitted in accordance with to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any omitted schedule, exhibit, or appendix to the Securities and Exchange Commission upon request.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 (iii) Consolidated Balance Sheets at December 31, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2025, 2024 and 2023 and (vi) Notes to consolidated financial statements for the year ended December 31, 2025.
Item 16. Form 10-K Summary.
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EATON CORPORATION plc | |||
|---|---|---|---|
| Registrant | |||
| Date: | February 26, 2026 | By: | /s/ Olivier Leonetti |
| Olivier Leonetti | |||
| (On behalf of the registrant and as Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Date: February 26, 2026
| Signature | Title | |||||
|---|---|---|---|---|---|---|
| /s/ Paulo Ruiz | /s/ Olivier Leonetti | |||||
| Paulo Ruiz | Principal Executive Officer; Director | Olivier Leonetti | Principal Financial Officer | |||
| /s/ Adam Wadecki | * | |||||
| Adam Wadecki | Principal Accounting Officer | Gerald Johnson | Director | |||
| * | * | |||||
| Silvio Napoli | Director | Gregory R. Page | Chairman; Director | |||
| * | * | |||||
| Sandra Pianalto | Director | Robert V. Pragada | Director | |||
| * | * | |||||
| Lori J. Ryerkerk | Director | Andre Schulten | Director | |||
| * | * | |||||
| Gerald B. Smith | Director | Karenann Terrell | Director | |||
| * | * | |||||
| Dorothy C. Thompson | Director | Darryl L. Wilson | Director | *By | /s/ Olivier Leonetti | |
| --- | --- | |||||
| Olivier Leonetti, Attorney-in-Fact |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Eaton Corporation plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eaton Corporation plc (“the Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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| Unrecognized Income Tax Benefits | |
|---|---|
| Description of the Matter | As discussed in Note 12 to the consolidated financial statements, the Company had gross unrecognized income tax benefits of $1,300 million related to its uncertain tax positions at December 31, 2025. Unrecognized income tax benefits are recorded under the two-step recognition and measurement principles when a tax position does not meet the more likely than not standard, or if a tax position meets the more likely than not standard, but the financial statement tax benefit is reduced as part of the measurement step.<br><br><br><br>The balance of unrecognized income tax benefits is comprised of uncertain tax positions which meet the more likely than not standard, but the financial statement tax benefit has been reduced as part of measuring the tax position.<br><br><br><br>Auditing management’s analysis of certain of its uncertain tax positions and resulting unrecognized income tax benefits is complex as each tax position carries unique facts and circumstances that must be evaluated and ultimate resolution is dependent on uncontrollable factors such as the timing of finalizing resolutions of audit disputes through reaching settlement agreements or concluding litigation, or changes in law, and other factors. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls related to uncertain tax positions. For example, we tested controls over management’s application of the two-step recognition and measurement principles and management’s review of the inputs and resultant calculations of unrecognized income tax benefits, as well as the identification of new factors affecting existing uncertain tax positions.<br><br><br><br>We also evaluated the Company’s assessment of its uncertain tax positions. Our audit procedures included, among others, evaluating management’s accounting policies and documentation to assess the appropriateness and consistency of the methods and assumptions used to develop certain of its uncertain tax positions and related unrecognized income tax benefit amounts. We also tested the completeness and accuracy of the underlying data used by the Company for certain uncertain tax positions. For example, we compared the unrecognized income tax benefits recorded with similar positions in prior periods and assessed management’s consideration of current tax controversy and litigation, including current year developments with respect to the Company's ongoing litigation and examinations with respect to certain open tax years in the United States. We also assessed the historical accuracy of management’s estimates of its unrecognized income tax benefits with the resolution of those positions. In addition, for certain uncertain tax positions we involved tax subject matter professionals to evaluate the application of relevant tax laws, regulations, case law, and Company-specific controversy developments in the Company’s recognition determination. We have also evaluated the Company’s income tax disclosures in relation to these matters. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1923.
Cleveland, Ohio
February 26, 2026
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MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS
We have prepared the accompanying consolidated financial statements and related information of Eaton Corporation plc ("Eaton") included herein for the three years ended December 31, 2025. The primary responsibility for the integrity of the financial information included in this annual report rests with management. The financial information included in this annual report has been prepared in accordance with accounting principles generally accepted in the United States based on our best estimates and judgments and giving due consideration to materiality. The opinion of Ernst & Young LLP, Eaton's independent registered public accounting firm, on those consolidated financial statements is included herein.
Eaton has high standards of ethical business practices supported by the Eaton Code of Ethics and corporate policies. Careful attention is given to selecting, training and developing personnel, to ensure that management's objectives of establishing and maintaining adequate internal controls and unbiased, uniform reporting standards are attained. Our policies and procedures provide reasonable assurance that operations are conducted in conformity with applicable laws and with the Company's commitment to a high standard of business conduct.
The Board of Directors pursues its responsibility for the quality of Eaton's financial reporting primarily through its Audit Committee, which is composed of six independent directors. The Audit Committee meets regularly with management, the internal auditors and the independent registered public accounting firm to ensure that they are meeting their responsibilities and to discuss matters concerning accounting, internal control, audits and financial reporting. The internal auditors and independent registered public accounting firm have full and free access to senior management and the Audit Committee.
| /s/ Paulo Ruiz | /s/ Olivier Leonetti | /s/ Adam Wadecki |
|---|---|---|
| Principal Executive Officer | Principal Financial Officer | Principal Accounting Officer |
| February 26, 2026 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Eaton Corporation plc
Opinion on Internal Control Over Financial Reporting
We have audited Eaton Corporation plc’s (“the Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the entities that were acquired during 2025 (as described in Note 2), which are included in the 2025 consolidated financial statements of the Company and constituted approximately 3.7% of total assets (inclusive of acquired intangible assets) as of December 31, 2025 and approximately 1.7% of net sales for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the entities that were acquired during 2025.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Cleveland, Ohio
February 26, 2026
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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Eaton Corporation plc ("Eaton") is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act rules 13a-15(f)).
Under the supervision and with the participation of Eaton's management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during 2025 (as described in Note 2), which are included in the 2025 consolidated financial statements and constituted approximately 3.7% of total assets (inclusive of acquired intangible assets) as of December 31, 2025 and approximately 1.7% of net sales for the year then ended. In conducting this evaluation, we used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework). Based on this evaluation under the framework referred to above, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.
The independent registered public accounting firm Ernst & Young LLP has issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. This report is included herein.
| /s/ Paulo Ruiz | /s/ Olivier Leonetti | /s/ Adam Wadecki |
|---|---|---|
| Principal Executive Officer | Principal Financial Officer | Principal Accounting Officer |
| February 26, 2026 |
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EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| (In millions except for per share data) | 2025 | 2024 | 2023 | ||||
| Net sales | $ | 27,448 | $ | 24,878 | $ | 23,196 | |
| Cost of products sold | 17,131 | 15,375 | 14,762 | ||||
| Selling and administrative expense | 4,311 | 4,077 | 3,795 | ||||
| Research and development expense | 797 | 794 | 754 | ||||
| Interest expense - net | 241 | 130 | 151 | ||||
| Other expense (income) - net | 37 | (64) | (93) | ||||
| Income before income taxes | 4,932 | 4,566 | 3,827 | ||||
| Income tax expense | 841 | 768 | 604 | ||||
| Net income | 4,090 | 3,798 | 3,223 | ||||
| Less net income for noncontrolling interests | (3) | (4) | (5) | ||||
| Net income attributable to Eaton ordinary shareholders | $ | 4,087 | $ | 3,794 | $ | 3,218 | |
| Net income per share attributable to Eaton ordinary shareholders | |||||||
| Diluted | $ | 10.45 | $ | 9.50 | $ | 8.02 | |
| Basic | 10.48 | 9.54 | 8.06 | ||||
| Weighted-average number of ordinary shares outstanding | |||||||
| Diluted | 391.2 | 399.4 | 401.1 | ||||
| Basic | 389.9 | 397.6 | 399.1 | ||||
| Cash dividends declared per ordinary share | $ | 4.16 | $ | 3.76 | $ | 3.44 |
The accompanying notes are an integral part of these consolidated financial statements.
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EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2023 | ||||
| Net income | $ | 4,090 | $ | 3,798 | $ | 3,223 | |
| Less net income for noncontrolling interests | (3) | (4) | (5) | ||||
| Net income attributable to Eaton ordinary shareholders | 4,087 | 3,794 | 3,218 | ||||
| Other comprehensive income (loss), net of tax | |||||||
| Currency translation and related hedging instruments | 240 | (370) | 235 | ||||
| Pensions and other postretirement benefits | (18) | (49) | (185) | ||||
| Cash flow hedges | 1 | (17) | (11) | ||||
| Other comprehensive income (loss) attributable to Eaton <br> ordinary shareholders | 223 | (436) | 39 | ||||
| Total comprehensive income attributable to Eaton ordinary shareholders | $ | 4,310 | $ | 3,358 | $ | 3,257 |
The accompanying notes are an integral part of these consolidated financial statements.
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EATON CORPORATION plc
CONSOLIDATED BALANCE SHEETS
| December 31 | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||
| Assets | ||||
| Current assets | ||||
| Cash | $ | 622 | $ | 555 |
| Short-term investments | 181 | 1,525 | ||
| Accounts receivable - net | 5,387 | 4,619 | ||
| Inventory | 4,721 | 4,227 | ||
| Prepaid expenses and other current assets | 1,444 | 874 | ||
| Total current assets | 12,355 | 11,801 | ||
| Property, plant and equipment | ||||
| Land and buildings | 2,361 | 2,239 | ||
| Machinery and equipment | 7,667 | 6,823 | ||
| Gross property, plant and equipment | 10,028 | 9,062 | ||
| Accumulated depreciation | (5,712) | (5,333) | ||
| Net property, plant and equipment | 4,316 | 3,729 | ||
| Other noncurrent assets | ||||
| Goodwill | 15,769 | 14,713 | ||
| Other intangible assets | 5,054 | 4,658 | ||
| Operating lease assets | 768 | 806 | ||
| Deferred income taxes | 707 | 609 | ||
| Other assets | 2,281 | 2,066 | ||
| Total assets | $ | 41,251 | $ | 38,381 |
| Liabilities and shareholders’ equity | ||||
| Current liabilities | ||||
| Short-term debt | $ | 1 | $ | — |
| Current portion of long-term debt | 1,136 | 674 | ||
| Accounts payable | 4,168 | 3,678 | ||
| Accrued compensation | 644 | 670 | ||
| Other current liabilities | 3,421 | 2,835 | ||
| Total current liabilities | 9,370 | 7,857 | ||
| Noncurrent liabilities | ||||
| Long-term debt | 8,758 | 8,478 | ||
| Pension liabilities | 702 | 741 | ||
| Other postretirement benefits liabilities | 161 | 164 | ||
| Operating lease liabilities | 637 | 669 | ||
| Deferred income taxes | 265 | 275 | ||
| Other noncurrent liabilities | 1,889 | 1,667 | ||
| Total noncurrent liabilities | 12,412 | 11,994 | ||
| Shareholders’ equity | ||||
| Ordinary shares (387.9 million outstanding in 2025 and 392.9 million in 2024) | 4 | 4 | ||
| Capital in excess of par value | 12,837 | 12,731 | ||
| Retained earnings | 10,702 | 10,096 | ||
| Accumulated other comprehensive loss | (4,118) | (4,342) | ||
| Shares held in trust | — | (1) | ||
| Total Eaton shareholders’ equity | 19,425 | 18,488 | ||
| Noncontrolling interests | 44 | 43 | ||
| Total equity | 19,469 | 18,531 | ||
| Total liabilities and equity | $ | 41,251 | $ | 38,381 |
The accompanying notes are an integral part of these consolidated financial statements.
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EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2023 | |||
| Operating activities | ||||||
| Net income | $ | 4,090 | $ | 3,798 | $ | 3,223 |
| Adjustments to reconcile to net cash provided by operating activities | ||||||
| Depreciation and amortization | 1,006 | 921 | 926 | |||
| Deferred income taxes | 45 | (154) | (182) | |||
| Pension and other postretirement benefits expense | 43 | 24 | 15 | |||
| Contributions to pension plans | (124) | (110) | (113) | |||
| Contributions to other postretirement benefits plans | (16) | (18) | (20) | |||
| Changes in working capital | ||||||
| Accounts receivable - net | (420) | (215) | (341) | |||
| Inventory | (256) | (566) | (282) | |||
| Unbilled receivables | (357) | (52) | (54) | |||
| Accounts payable | 332 | 399 | 256 | |||
| Accrued compensation | (50) | 21 | 197 | |||
| Accrued income and other taxes | (116) | 142 | 61 | |||
| Deferred revenue liabilities | 202 | 2 | 119 | |||
| Other current assets | (198) | (27) | (58) | |||
| Other current liabilities | 145 | 77 | (47) | |||
| Other - net | 146 | 85 | (76) | |||
| Net cash provided by operating activities | 4,472 | 4,327 | 3,624 | |||
| Investing activities | ||||||
| Capital expenditures for property, plant and equipment | (919) | (808) | (757) | |||
| Cash paid for acquisition of businesses, net of cash acquired | (1,490) | (50) | — | |||
| Proceeds from sales of property, plant and equipment | 80 | 85 | 76 | |||
| Investments in associate companies | (16) | (70) | (68) | |||
| Return of investment from associate companies | — | 33 | 9 | |||
| Sales (purchases) of short-term investments - net | 1,339 | 575 | (1,861) | |||
| Proceeds from (payments for) settlement of currency exchange contracts<br><br>not designated as hedges - net | 3 | (3) | 92 | |||
| Other - net | (98) | (32) | (65) | |||
| Net cash used in investing activities | (1,101) | (271) | (2,575) | |||
| Financing activities | ||||||
| Proceeds from borrowings | 1,058 | 1,084 | 818 | |||
| Payments on borrowings | (717) | (1,015) | (19) | |||
| Short-term debt, net | 1 | (8) | (311) | |||
| Cash dividends paid | (1,626) | (1,500) | (1,379) | |||
| Exercise of employee stock options | 39 | 69 | 78 | |||
| Repurchase of shares | (1,862) | (2,492) | — | |||
| Employee taxes paid from shares withheld | (52) | (70) | (49) | |||
| Other - net | (14) | (4) | (9) | |||
| Net cash used in financing activities | (3,173) | (3,936) | (871) | |||
| Effect of currency on cash | (131) | (52) | 16 | |||
| Total increase in cash | 67 | 67 | 194 | |||
| Cash at the beginning of the period | 555 | 488 | 294 | |||
| Cash at the end of the period | $ | 622 | $ | 555 | $ | 488 |
The accompanying notes are an integral part of these consolidated financial statements.
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EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Shares | Dollars | |||||||||||||||
| Balance at January 1, 2023 | 397.8 | $ | 4 | $ | 12,512 | $ | 8,468 | $ | (3,946) | $ | (1) | $ | 17,038 | $ | 38 | $ | 17,075 |
| Net income | — | — | — | 3,218 | — | — | 3,218 | 5 | 3,223 | ||||||||
| Other comprehensive income, net of tax | 39 | 39 | 39 | ||||||||||||||
| Cash dividends paid | — | — | — | (1,379) | — | — | (1,379) | (9) | (1,388) | ||||||||
| Issuance of shares under equity-based compensation plans | 1.5 | — | 122 | (2) | — | — | 120 | — | 120 | ||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | (1) | (1) | |||||||||
| Balance at December 31, 2023 | 399.4 | 4 | 12,634 | 10,305 | (3,906) | (1) | 19,036 | 33 | 19,069 | ||||||||
| Net income | — | — | — | 3,794 | — | — | 3,794 | 4 | 3,798 | ||||||||
| Other comprehensive loss, net of tax | (436) | (436) | (436) | ||||||||||||||
| Cash dividends paid | — | — | — | (1,500) | — | — | (1,500) | (2) | (1,502) | ||||||||
| Issuance of shares under equity-based compensation plans | 1.3 | — | 96 | (2) | — | — | 94 | — | 94 | ||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | 8 | 8 | ||||||||
| Repurchase of shares | (7.8) | — | — | (2,500) | — | — | (2,500) | — | (2,500) | ||||||||
| Balance at December 31, 2024 | 392.9 | 4 | 12,731 | 10,096 | (4,342) | (1) | 18,488 | 43 | 18,531 | ||||||||
| Net income | — | — | — | 4,087 | — | — | 4,087 | 3 | 4,090 | ||||||||
| Other comprehensive income, net of tax | 223 | 223 | 223 | ||||||||||||||
| Cash dividends paid | — | — | — | (1,626) | — | — | (1,626) | (2) | (1,628) | ||||||||
| Issuance of shares under equity-based compensation plans | 0.7 | — | 107 | (1) | — | — | 106 | — | 106 | ||||||||
| Repurchase of shares | (5.7) | — | — | (1,854) | — | — | (1,854) | — | (1,854) | ||||||||
| Balance at December 31, 2025 | 387.9 | $ | 4 | $ | 12,837 | $ | 10,702 | $ | (4,118) | $ | — | $ | 19,425 | $ | 44 | $ | 19,469 |
The accompanying notes are an integral part of these consolidated financial statements.
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EATON CORPORATION plc
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts are in millions unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General Information and Basis of Presentation
Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are guided by our commitment to operate sustainably and with the highest ethical standards. Our work is helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and for future generations.
Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of $27.4 billion in 2025, the Company serves customers in 180 countries.
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and notes. Actual results could differ from these estimates. Management has evaluated subsequent events through the date the consolidated financial statements were filed with the Securities and Exchange Commission.
The consolidated financial statements include the accounts of Eaton and all subsidiaries and other entities it controls. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has significant influence and generally a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. Investments in associate companies included in Other assets on the Consolidated Balance Sheets were $903 million and $872 million as of December 31, 2025 and 2024, respectively. Income from these investments was $8 million, $12 million, and $20 million for 2025, 2024 and 2023, respectively, and reported in Other expense (income) - net on the Consolidated Statements of Income. Eaton does not have off-balance sheet arrangements with unconsolidated entities.
Eaton's reporting currency is United States Dollars (USD). The functional currency for most subsidiaries is their local currency. Financial statements for these subsidiaries are translated at exchange rates in effect at the balance sheet date as to assets and liabilities and weighted-average exchange rates as to revenues and expenses. The resulting translation adjustments are recognized in Accumulated other comprehensive loss. Monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary are remeasured to the functional currency at the exchange rate in effect at the balance sheet date. For subsidiaries operating in highly inflationary economies, non-monetary assets and liabilities such as inventory and property, plant and equipment and their related expenses are remeasured at historical exchange rates, while monetary assets and liabilities are remeasured at exchange rates in effect at the balance sheet date. Remeasurement adjustments for these subsidiaries are recognized in income. Gains from the remeasurement of foreign currency were $13 million, $15 million, and $27 million for 2025, 2024 and 2023, respectively, net of the impact of currency exchange contracts.
During the first quarter of 2026, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segment is Mobility, which consists of the legacy Vehicle and eMobility segments. Financial information for this new reportable segment has not been provided as the re-segmentation occurred subsequent to the year ended December 31, 2025. The Company expects to provide financial information for this new reportable segment in the Quarterly Report on Form 10-Q for the period ended March 31, 2026.
Certain prior year amounts have been reclassified to conform to the current year presentation.
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Adoption of New Accounting Standards
Eaton adopted Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), in the fourth quarter of 2025 on a prospective basis. This accounting standard requires disaggregated income tax disclosures on an annual basis, including information on the Company’s effective income tax rate reconciliation and income taxes paid. The adoption of the standard did not have a material impact on the consolidated financial statements.
Eaton adopted Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), in the fourth quarter of 2025 on a prospective basis. This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses. The adoption did not have a material impact on the consolidated financial statements and related disclosures.
Goodwill and Indefinite Life Intangible Assets
Goodwill is evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Additionally, goodwill is evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Goodwill is tested for impairment at the reporting unit level, and is based on the net assets for each reporting unit, including goodwill and intangible assets. The Company’s reporting units are equivalent to the reportable operating segments, except for the Aerospace segment which has two reporting units. Goodwill is assigned to each reporting unit, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis.
The annual goodwill impairment test was performed using a qualitative analysis in 2025, except for the eMobility reporting unit which used a quantitative analysis in 2025. The annual goodwill impairment test was performed using a quantitative analysis in 2024, except for the Vehicle and eMobility reporting units which used a qualitative analysis in 2024. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative analysis performed for each reporting unit. The results of the qualitative analyses did not indicate a need to perform quantitative analysis.
Quantitative analyses were performed by estimating the fair value of the reporting unit using a discounted cash flow model. The model includes estimates of future cash flows, future growth rates, terminal value amounts, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The future cash flows were based on the Company's long-term operating plan and a terminal value was used to estimate the reporting unit's cash flows beyond the period covered by the operating plan. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of judgments, including judgments about appropriate discount rates, perpetual growth rates, revenue growth, and margin assumptions. Sensitivity analyses were performed around certain of these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values.
Based on these analyses performed in 2025 and 2024, the fair value of Eaton's reporting units continue to substantially exceed their respective carrying amounts and thus, no impairment exists.
Indefinite life intangible assets consist of certain trademarks. They are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis to determine whether their fair values exceed their respective carrying amounts. Indefinite life intangible asset impairment testing for 2025 and 2024 was performed using a quantitative analysis. The Company determines the fair value of these assets using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows, and profitability. Additionally, indefinite life intangible assets are evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the asset is impaired. For 2025 and 2024, the fair value of indefinite lived intangible assets exceeded the respective carrying value.
For additional information about goodwill and other intangible assets, see Note 6.
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Leases
The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, Eaton typically uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The length of a lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company made an accounting policy election to not recognize lease assets or liabilities for leases with a term of 12 months or less. Additionally, when accounting for leases, the Company combines payments for leased assets, related services and other components of a lease.
Other Long-Lived Assets
Depreciation and amortization for property, plant and equipment, and intangible assets subject to amortization, are generally computed by the straight-line method and included in Cost of products sold, Selling and administrative expense, and Research and development expense, as appropriate. The Company uses the following depreciation and amortization periods:
| Category | Estimated useful life or amortization period |
|---|---|
| Buildings | Generally 40 years |
| Machinery and equipment | 3 - 10 years |
| Software | 5 - 15 years |
| Customer relationships, certain trademarks, and patents and technology | Weighted-average of 18 years |
Other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Determining asset groups and underlying cash flows requires the use of significant judgment.
Retirement Benefits Plans
For the principal pension plans in the United States, Canada, Puerto Rico, and the United Kingdom, the Company uses a market-related value of plan assets to calculate the expected return on assets used to determine net periodic benefit costs. The market-related value of plan assets is a calculated value that recognizes changes in the fair value of plan assets over a five year period. All other plans use fair value of plan assets.
Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when they exceed the accounting corridor. The Company’s corridors are set at either 8% or 10%, depending on the plan, of the greater of the plan assets or benefit obligations. Gains or losses outside of the corridor are subject to amortization over an average employee future service period that differs by plan. If most or all of the plan’s participants are no longer actively accruing benefits, the average life expectancy is used. The amortization periods on a weighted average basis for United States and Non-United States pension plans are approximately 21 years and 10 years, respectively. The amortization period for other postretirement benefits plans is 9 years.
Asset Retirement Obligations
A conditional asset retirement obligation is recognized at fair value when incurred if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation would be considered in the measurement of the liability when sufficient information exists. Eaton believes that for substantially all of its asset retirement obligations, there is an indeterminate settlement date because the range of time over which the Company may settle the obligation is unknown or cannot be estimated. A liability for these obligations will be recognized when sufficient information is available to estimate fair value.
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Income Taxes
Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of the respective assets and liabilities, using enacted tax rates in effect for the year when the differences are expected to reverse. Deferred income tax assets are recognized for income tax loss carryforwards and income tax credit carryforwards. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. Eaton recognizes an income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Eaton evaluates and adjusts the amount of unrecognized income tax benefits based on changes in facts and circumstances. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. Eaton's policy is to recognize income tax effects from accumulated other comprehensive income when individual units of account are sold, terminated, or extinguished. For additional information about income taxes, see Note 12.
Derivative Financial Instruments and Hedging Activities
In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and commodity contracts to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.
Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated as part of a hedging relationship, is effective and the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:
•Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge); for these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.
•Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss on the hedged item is included in income.
•Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.
The gain or loss from a derivative financial instrument designated as a hedge is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The cash flows resulting from these financial instruments are classified in operating activities on the Consolidated Statements of Cash Flows. For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business.
Eaton uses currency exchange contracts and certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). The Company uses the spot rate method to assess hedge effectiveness when currency exchange contracts are used in net investment hedges. Under this method, changes in the spot exchange rate are recognized in Accumulated other comprehensive loss. Changes related to the forward rate are excluded from the hedging relationship and the forward points are amortized to Interest expense - net on a straight-line basis over the term of the contract. The cash flows resulting from these currency exchange contracts are classified in investing activities on the Consolidated Statements of Cash Flows.
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Currency exchange contracts not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany receivables, payables and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 95% to 100% of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts. The cash flows resulting from the settlement of these derivatives have been classified in investing activities in the Consolidated Statements of Cash Flows.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). This accounting standard requires disaggregated income statement expense disclosures on an annual and interim basis, including inventory purchases, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains these expenses. The standard also requires disclosure of total selling expenses on an annual and interim basis, and the definition of those expenses disclosed annually. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. The Company is evaluating the impact of ASU 2024-03 and expects the standard will only impact its disclosures with no material impact to the consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). This accounting standard changes when software project costs should be capitalized by removing all references to development stages and requiring costs to be capitalized when (1) the Company authorizes and commits to funding the software project and (2) it is probable the software project will be completed. The standard also requires additional annual and interim disclosures, including the capitalized software balance and accumulated amortization. ASU 2025-06 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2027, with early adoption permitted and may be applied prospectively, retrospectively, or using a modified prospective transition approach. The Company is evaluating the impact of ASU 2025-06 to the consolidated financial statements and related disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities (ASU 2025-10). This accounting standard requires a government grant to be recognized when (1) it is probable the conditions of the grant will be met and (2) the grant will be received. ASU 2025-10 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2028, with early adoption permitted and may be applied using a modified prospective approach, modified retrospective approach, or a retrospective approach. The Company is evaluating the impact of ASU 2025-10 to the consolidated financial statements and related disclosures.
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Note 2. ACQUISITIONS AND DIVESTITURE OF BUSINESSES
Acquisition of a 49% stake in Jiangsu Ryan Electrical Co. Ltd.
On April 23, 2023, Eaton acquired a 49 percent stake in Jiangsu Ryan Electrical Co. Ltd., a manufacturer of power distribution and sub-transmission transformers in China. Eaton accounts for this investment on the equity method of accounting and it is reported within the Electrical Global business segment.
Acquisition of Exertherm
On May 20, 2024, Eaton acquired Exertherm, a U.K.-based provider of thermal monitoring solutions for electrical equipment. Exertherm is reported within the Electrical Americas business segment.
Acquisition of a 49% stake in NordicEPOD AS
On May 31, 2024, Eaton acquired a 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region. Eaton accounts for this investment on the equity method of accounting and it is reported within the Electrical Global business segment.
Acquisition of Fibrebond Corporation
On April 1, 2025, Eaton acquired Fibrebond Corporation (Fibrebond) for $1.43 billion, net of cash acquired. Fibrebond is a U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. Fibrebond had sales of approximately $378 million for the twelve months ended February 28, 2025, and is reported within the Electrical Americas business segment.
The acquisition of Fibrebond has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the acquisition date, as well as measurement period adjustments recorded as of December 31, 2025. The Company is finalizing its review of the preliminary estimates, primarily related to third-party valuations for Other intangible assets and Property, plant and equipment, which may result in additional adjustments to these estimates. The current measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
| (In millions) | Preliminary Allocation | Measurement Period Adjustments | Adjusted Preliminary Allocation | |||
|---|---|---|---|---|---|---|
| Accounts receivable | $ | 50 | $ | (5) | $ | 45 |
| Inventory | 96 | 5 | 101 | |||
| Prepaid expenses and other current assets | 72 | (5) | 67 | |||
| Property, plant and equipment | 104 | 13 | 117 | |||
| Other intangible assets | 709 | 6 | 715 | |||
| Other assets | 3 | — | 3 | |||
| Accounts payable | (48) | — | (48) | |||
| Other current liabilities | (106) | 26 | (80) | |||
| Other noncurrent liabilities | (2) | (23) | (25) | |||
| Total identifiable net assets | $ | 878 | $ | 17 | $ | 895 |
| Goodwill | 572 | (32) | 540 | |||
| Total consideration, net of cash received | $ | 1,450 | $ | (15) | $ | 1,435 |
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Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Fibrebond. Goodwill recognized as a result of the acquisition is deductible for tax purposes. The adjusted preliminary estimated fair value of the customer relationships, technology, trademarks and backlog intangible assets of $410 million, $171 million, $74 million and $60 million, respectively were determined using either the relief-from-royalty model or the multi-period excess earnings model, which are discounted cash flow models that rely on the Company's estimates. These estimates require judgment of future revenue growth rates, future margins, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. The estimated useful lives for the customer relationships, technology, trademarks and backlog intangible assets were 17 years, 9 years, 17 years and 2 years, respectively. See Note 6 for additional information about goodwill and other intangible assets.
As part of the acquisition, Eaton assumed $240 million of employee transaction and retention awards. Awards vest in six equal annual installments starting in the second quarter of 2025, subject to continued employment with Eaton. Forfeited employee awards are paid to former Fibrebond shareholders annually. Eaton recognizes compensation expense for the awards over the requisite service period and any employee forfeitures owed to former Fibrebond shareholders are expensed immediately in Other expense (income) - net. During 2025, compensation expense of $51 million, $16 million and $15 million were included in Costs of products sold, Selling and administrative expense, and Other expense (income) - net, respectively, on the Consolidated Statements of Income.
Eaton's 2025 consolidated financial statements include Fibrebond results of operations, including segment operating profit of $156 million on sales of $474 million, from the date of acquisition through December 31, 2025.
Acquisition of Resilient Power Systems Inc.
On August 6, 2025, Eaton acquired Resilient Power Systems Inc. (Resilient), a leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. Resilient was acquired for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration based on 2025 through 2028 revenue performance and achievement of technology-based milestones. The fair value of contingent consideration liabilities is estimated by discounting contingent payments expected to be made, and may increase or decrease based on changes in milestone achievements and discount rates, with a maximum possible undiscounted value of $45 million. Resilient is reported within the Electrical Americas business segment.
As part of the acquisition, Eaton assumed employee incentives with a maximum payout of $50 million contingent upon achievement of the same revenue performance and technology-based milestones, as well as continued employment with Eaton. The incentives will be paid over three years, starting in 2026 and concluding in 2028. As of December 31, 2025, the Company expects to pay $38 million of employee incentives based on the estimated probability of the milestones being achieved. Compensation expense will be recognized over the requisite service period. For 2025, compensation expense of $10 million was included in Selling and administrative expense on the Consolidated Statements of Income.
Agreement to Acquire Boyd Thermal
On November 2, 2025, Eaton signed an agreement to acquire Boyd Thermal, a U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. Boyd Thermal employs more than 5,000 people with manufacturing sites across North America, Asia, and Europe. Under the terms of the agreement, Eaton will pay $9.5 billion for Boyd Thermal. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2026.
Acquisition of Ultra PCS Limited
On January 23, 2026, Eaton acquired Ultra PCS Limited (Ultra PCS) for $1.53 billion, net of cash acquired. Ultra PCS is headquartered in the U.K. with operations in the U.K. and the U.S. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Ultra PCS will be reported within the Aerospace business segment.
The acquisition of Ultra PCS will be accounted for using the acquisition method of accounting. Due to the timing of the closing date, the Company is unable to provide the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.
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Spin-off of Mobility business
On January 26, 2026, Eaton announced its intention to pursue a spin-off of its Mobility business, which consists of its legacy Vehicle and eMobility operating segments, into an independent, publicly traded company. Eaton expects to complete the anticipated spin-off by the end of the first quarter of 2027, subject to customary legal and regulatory requirements and approvals, including final approval of the Company’s Board of Directors and effectiveness of a Form 10 registration statement filed with the Securities and Exchange Commission. The planned spin-off is expected to be completed in a manner that is tax-free to Eaton ordinary shareholders for U.S. federal income tax purposes.
Note 3. REVENUE RECOGNITION
Sales are recognized when obligations under the terms of the contract are satisfied and control of promised goods or services have transferred to our customers. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. Sales are measured at the amount of consideration the Company expects to be paid in exchange for these products or services.
The majority of the Company’s sales agreements contain performance obligations satisfied at a point in time when title and risk and rewards of ownership have transferred to the customer. Sales recognized over time were approximately 7% of Eaton’s consolidated Net sales in 2025 and less than 5% of consolidated Net sales in 2024 and 2023. Sales recognized over time are generally accounted for using an input measure to determine progress completed at the end of the period. Sales for service contracts generally are recognized as the services are provided. For agreements with multiple performance obligations, judgment is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements, we generally allocate sales price to each distinct obligation based on the price of each item sold in separate transactions.
Due to the nature of the work required to be performed for obligations recognized over time, Eaton estimates total costs by contract. The estimate of total costs are subject to judgment. Estimated amounts are included in the recognized sales price to the extent it is not probable that a significant reversal of cumulative sales will occur. Additionally, contracts can be modified to account for changes in contract specifications, requirements or sale price. The effect of a contract modification on the sales price or adjustments to the measure of completion under the input method are recognized as adjustments to revenue on a cumulative catch-up basis.
Payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. Eaton does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. Sales, value added, and other taxes collected concurrent with revenue are excluded from Net sales. Shipping and handling costs are treated as fulfillment costs and are included in Cost of products sold.
Eaton records reductions to sales for returns, and customer and distributor incentives, primarily comprised of rebates, at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. The rebate programs offered vary across businesses due to the numerous markets Eaton serves, but the most common incentives relate to amounts paid or credited to customers for achieving defined volume levels. Accrued rebates of $360 million and $361 million as of December 31, 2025 and 2024, respectively, are generally paid annually and are included in Other current liabilities. Returns are estimated at the time of the sale primarily based on historical experience and are recorded gross on the Consolidated Balance Sheets.
Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays Eaton.
Sales of products and services varies by segment and are discussed in Note 18.
In the Electrical Americas segment, sales contracts are primarily for electrical components, industrial components, power distribution and assemblies, residential products, single phase power quality and connectivity, three phase power quality, wiring devices, circuit protection, utility power distribution, power reliability equipment, and services that are primarily produced and sold in North and South America. The majority of the sales in this segment contain performance obligations satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility. However, certain power distribution and power quality services are recognized over time.
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In the Electrical Global segment, sales contracts are primarily for electrical components, industrial components, power distribution and assemblies, single phase and three phase power quality, and services that are primarily produced and sold outside of North and South America, as well as hazardous duty electrical equipment, emergency lighting, fire detection, intrinsically safe explosion-proof instrumentation, and structural support systems that are produced and sold globally. The majority of the sales contracts in this segment contain performance obligations satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility. However, certain power distribution and power quality services are recognized over time.
In the Aerospace segment, sales contracts are primarily for aerospace fuel, hydraulics, and pneumatic systems for commercial and military use, as well as filtration systems for industrial applications. These sales contracts are primarily based on a customer’s purchase order, and frequently covered by terms and conditions included in a long-term agreement. In this segment, performance obligations are generally satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility. Our military contracts are primarily fixed-price contracts that are not subject to performance-based payments or progress payments from the customer.
Many of the products and services in power distribution and power quality services in the Electrical Americas and Electrical Global business segments and contracts to develop new products that are fully funded by customers in the Aerospace business segment meet the definition of continuous transfer of control to customers and are recognized over time. These products are engineered to a customer’s design specifications, have no alternative use to Eaton, and are controlled by the customer as evidenced by the customer’s contractual ownership of the work in process or our right to payment for work performed to date plus a reasonable margin. As control is transferring over time, sales are recognized based on the extent of progress towards completion of the obligation. Eaton generally uses an input method to determine the progress completed and sales are recorded proportionally as costs are incurred. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer.
In the Vehicle segment, sales contracts are primarily for drivetrains, powertrain systems and critical components that reduce emissions and improve fuel economy, stability, performance, and safety of cars, light trucks, and commercial vehicles. These sales contracts are primarily based on a customer’s purchase order or a blanket purchase order subject to firm releases, frequently covered by terms and conditions included in a master supply agreement. In this segment, performance obligations are generally satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility.
In the eMobility segment, sales contracts are primarily for mechanical, electrical, and electronic components and systems that improve the power management and performance of both on-road and off-road vehicles. These sales contracts are primarily based on a customer’s purchase order. In this segment, performance obligations are generally satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility.
In limited circumstances, primarily in the Electrical and Vehicle segments, Eaton sells separately-priced warranties that extend the warranty coverage beyond the standard coverage offered on specific products. Sales for these separately-priced warranties are recorded based on their stand-alone selling price and are recognized as revenue over the length of the warranty period.
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The following table provides disaggregated sales by lines of businesses, geographic destination, market channel or end market, as applicable, for the Company's operating segments:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Electrical Americas | ||||||
| Products | $ | 3,205 | $ | 3,009 | $ | 2,949 |
| Systems | 10,070 | 8,426 | 7,149 | |||
| Total | $ | 13,276 | $ | 11,436 | $ | 10,098 |
| Electrical Global | ||||||
| Products | $ | 3,885 | $ | 3,493 | $ | 3,462 |
| Systems | 2,930 | 2,755 | 2,622 | |||
| Total | $ | 6,815 | $ | 6,248 | $ | 6,084 |
| Aerospace | ||||||
| Original Equipment Manufacturers | $ | 1,640 | $ | 1,500 | $ | 1,350 |
| Aftermarket | 1,553 | 1,312 | 1,183 | |||
| Industrial and Other | 1,055 | 931 | 878 | |||
| Total | $ | 4,249 | $ | 3,744 | $ | 3,413 |
| Vehicle | ||||||
| Commercial | $ | 1,448 | $ | 1,707 | $ | 1,784 |
| Passenger and Light Duty | 1,056 | 1,083 | 1,180 | |||
| Total | $ | 2,505 | $ | 2,790 | $ | 2,965 |
| eMobility | $ | 604 | $ | 662 | $ | 636 |
| Total net sales | $ | 27,448 | $ | 24,878 | $ | 23,196 |
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (revenue recognized exceeds amount billed to the customer), and deferred revenue (advance payments and billings in excess of revenue recognized). Accounts receivable from customers were $4,682 million and $4,079 million at December 31, 2025 and 2024, respectively. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Unbilled receivables were $759 million and $330 million at December 31, 2025 and 2024, respectively, and are recorded in Prepaid expenses and other current assets. The increase in unbilled receivables reflects higher revenue recognized and not yet billed from increased business activity in 2025, higher revenue recognized over time in 2025, and unbilled receivables associated with the Fibrebond acquisition.
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Changes in the deferred revenue liabilities are as follows:
| (In millions) | Deferred Revenue | |
|---|---|---|
| Balance at January 1, 2024 | $ | 626 |
| Customer deposits and billings | 2,719 | |
| Revenue recognized in the period | (2,712) | |
| Translation | (15) | |
| Balance at December 31, 2024 | $ | 618 |
| Customer deposits and billings | 4,074 | |
| Revenue recognized in the period | (3,854) | |
| Deferred revenue from business acquisition | 73 | |
| Translation | 12 | |
| Balance at December 31, 2025 | $ | 923 |
Deferred revenue liabilities of $899 million and $602 million as of December 31, 2025 and 2024, respectively, were included in Other current liabilities on the Consolidated Balance Sheets with the remaining balance presented in Other noncurrent liabilities.
A significant portion of open orders placed with Eaton are by customers of electrical products and electrical system and services, original equipment manufacturers or distributors. These open orders are not considered firm as they have been historically subject to releases by customers. In measuring backlog of unsatisfied or partially satisfied obligations, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at December 31, 2025 was approximately $19.8 billion. At December 31, 2025, approximately 69% of this backlog is targeted for delivery to customers in the next twelve months and the rest thereafter.
Note 4. CREDIT LOSSES FOR RECEIVABLES
Receivables are exposed to credit risk based on the customers’ ability to pay which is influenced by, among other factors, their financial liquidity position. Eaton’s receivables are generally short-term in nature with a majority outstanding less than 90 days.
Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-off based on historic experience adjusted for current market conditions. The Company's global credit department performs the credit evaluation and monitoring process to estimate and manage credit risk. The process includes an evaluation of credit losses for both the overall segment receivable and specific customer balances. The process also includes review of customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of current market conditions. The Company may also require prepayment from customers to mitigate credit risk. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made.
Accounts receivable are net of an allowance for credit losses of $57 million and $55 million at December 31, 2025 and 2024, respectively. The change in the allowance for credit losses includes expense and net write-offs, none of which are significant.
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Note 5. INVENTORY
Inventory is carried at lower of cost or net realizable value using the first-in, first-out (FIFO) method. Cost components include raw materials, purchased components, direct labor, indirect labor, utilities, depreciation, inbound freight charges, purchasing and receiving costs, and inspection costs.
The components of inventory are as follows:
| December 31 | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||
| Raw materials | $ | 1,726 | $ | 1,614 |
| Work-in-process | 1,034 | 1,038 | ||
| Finished goods | 1,961 | 1,576 | ||
| Total inventory | $ | 4,721 | $ | 4,227 |
Note 6. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill by segment are as follows:
| (In millions) | January 1, 2024 | Additions | Translation | December 31, 2024 | Additions | Translation | December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Electrical Americas | $ | 7,415 | $ | 17 | $ | (35) | $ | 7,396 | $ | 581 | $ | 33 | $ | 8,010 |
| Electrical Global | 4,038 | — | (196) | 3,842 | — | 314 | 4,156 | |||||||
| Aerospace | 2,901 | — | (45) | 2,856 | — | 121 | 2,977 | |||||||
| Vehicle | 289 | — | (4) | 285 | — | 5 | 291 | |||||||
| eMobility | 334 | — | (1) | 333 | — | 2 | 335 | |||||||
| Total | $ | 14,977 | $ | 17 | $ | (281) | $ | 14,713 | $ | 581 | $ | 475 | $ | 15,769 |
The 2025 additions to goodwill relate primarily to the anticipated synergies of acquiring Fibrebond and Resilient. The allocation of the purchase price from these acquisitions are preliminary and will be completed during the measurement period. The 2024 additions to goodwill relate primarily to the anticipated synergies of acquiring Exertherm.
A summary of other intangible assets is as follows:
| December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| (In millions) | Historical<br>cost | Accumulated<br>amortization | Historical<br>cost | Accumulated<br>amortization | ||||
| Intangible assets not subject to amortization | ||||||||
| Trademarks | $ | 1,215 | $ | 1,200 | ||||
| Intangible assets subject to amortization | ||||||||
| Customer relationships | $ | 5,236 | $ | 2,934 | $ | 4,659 | $ | 2,577 |
| Patents and technology | 2,225 | 1,191 | 1,979 | 1,056 | ||||
| Trademarks | 1,214 | 787 | 1,107 | 693 | ||||
| Other | 235 | 159 | 169 | 131 | ||||
| Total intangible assets subject to amortization | $ | 8,911 | $ | 5,071 | $ | 7,915 | $ | 4,456 |
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Amortization expense related to intangible assets subject to amortization in 2025, and estimated amortization expense for each of the next five years, is as follows
| (In millions) | ||
|---|---|---|
| 2025 | $ | 461 |
| 2026 | 469 | |
| 2027 | 438 | |
| 2028 | 365 | |
| 2029 | 328 | |
| 2030 | 286 |
Note 7. SUPPLY CHAIN FINANCE PROGRAM
The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program, the supplier decides which invoices are sold to the financial institution and the Company has no economic interest in a supplier’s decision to sell an invoice. Payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. The amounts due to the financial institution for suppliers that participate in the SCF program are included in Accounts payable on the Consolidated Balance Sheets, and the associated payments are included in operating activities on the Consolidated Statements of Cash Flows.
The changes in SCF obligations are as follows:
| (In millions) | SCF Obligations | |
|---|---|---|
| Balance at January 1, 2024 | $ | 369 |
| Invoices confirmed during the period | 1,424 | |
| Invoices paid during the period | (1,389) | |
| Translation | (6) | |
| Balance at December 31, 2024 | 398 | |
| Invoices confirmed during the period | 1,728 | |
| Invoices paid during the period | (1,583) | |
| Balance at December 31, 2025 | $ | 543 |
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Note 8. LEASES
Eaton leases certain manufacturing facilities, warehouses, distribution centers, office space, vehicles, and equipment. Most real estate leases contain renewal options. The exercise of lease renewal options is at the Company's sole discretion. The Company's lease agreements typically do not contain any significant guarantees of asset values at the end of a lease or restrictive covenants, with the exception of the non-cancellable synthetic lease discussed below. Payments within certain lease agreements are adjusted periodically for changes in an index or rate.
The components of lease expense are as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Operating lease cost | $ | 251 | $ | 227 | $ | 200 |
| Finance lease cost: | ||||||
| Amortization of lease assets | 9 | 12 | 15 | |||
| Interest on lease liabilities | 1 | 1 | 1 | |||
| Short-term lease cost | 23 | 19 | 18 | |||
| Variable lease cost | 26 | 29 | 28 | |||
| Sublease income | (1) | (1) | (1) | |||
| Total lease cost | $ | 309 | $ | 287 | $ | 261 |
During 2025, 2024 and 2023, Eaton entered into sale leaseback transactions primarily for certain non-production facilities and recorded gains of $38 million, $56 million and $53 million, respectively, in Other expense (income) - net. The terms of the new operating leases ranged from 2 to 15 years.
In March 2025, Eaton entered into a non-cancellable synthetic lease for a manufacturing facility, for which the Company is the construction agent. Construction costs are expected to be approximately $185 million. The lease will commence upon completion of construction of the facility which is expected to be in the first half of 2027. The term of the lease is five years after commencement. At the end of the lease term, Eaton will be required to either negotiate a renewal of the lease, purchase the facility, or sell the facility. Upon lease commencement, the lease classification will be determined and the lease asset and lease liability recognized. The lease arrangement contains a residual value guarantee of approximately 85% of the total construction cost.
Supplemental cash flow information related to leases is as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||
| Operating cash outflows - payments on operating leases | $ | (198) | $ | (200) | $ | (180) |
| Operating cash outflows - interest payments on finance leases | (1) | (1) | (1) | |||
| Financing cash outflows - payments on finance lease obligations | (9) | (14) | (18) | |||
| Lease assets obtained in exchange for new lease obligations, including leases acquired: | ||||||
| Operating leases | $ | 193 | $ | 268 | $ | 183 |
| Finance leases | 6 | 13 | 38 |
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Supplemental balance sheet information related to leases is as follows:
| December 31 | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||
| Operating Leases | ||||
| Operating lease assets | $ | 768 | $ | 806 |
| Other current liabilities | 152 | 163 | ||
| Operating lease liabilities | 637 | 669 | ||
| Total operating lease liabilities | $ | 789 | $ | 832 |
| Finance Leases | ||||
| Land and buildings | $ | 9 | $ | 5 |
| Machinery and equipment | 47 | 61 | ||
| Accumulated depreciation | (31) | (37) | ||
| Net property, plant and equipment | $ | 25 | $ | 29 |
| Current portion of long-term debt | $ | 7 | $ | 9 |
| Long-term debt | 18 | 19 | ||
| Total finance lease liabilities | $ | 25 | $ | 28 |
| December 31 | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Weighted-average remaining lease term | ||||
| Operating leases | 8.0 years | 7.1 years | ||
| Finance leases | 4.7 years | 4.2 years | ||
| Weighted-average discount rate | ||||
| Operating leases | 4.7 | % | 4.4 | % |
| Finance leases | 3.8 | % | 3.7 | % |
Maturities of lease liabilities at December 31, 2025 are as follows:
| (In millions) | Operating Leases | Finance Leases | ||
|---|---|---|---|---|
| 2026 | $ | 183 | $ | 8 |
| 2027 | 150 | 7 | ||
| 2028 | 122 | 4 | ||
| 2029 | 97 | 3 | ||
| 2030 | 72 | 2 | ||
| Thereafter | 332 | 3 | ||
| Total lease payments | 957 | 27 | ||
| Less imputed interest | 168 | 2 | ||
| Total present value of lease liabilities | $ | 789 | $ | 25 |
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Note 9. DEBT
A summary of long-term debt, including the current portion, is as follows:
| December 31 | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||
| 6.50% debentures due 2025 | $ | — | $ | 145 |
| 0.70% Euro notes due 2025 | — | 520 | ||
| 0.128% Euro notes due 2026 | 1,057 | 935 | ||
| 3.10% senior notes due 2027 | 700 | 700 | ||
| 4.35% senior notes due 2028 | 500 | 500 | ||
| 7.65% debentures due 2029 | 200 | 200 | ||
| 0.577% Euro notes due 2030 | 704 | 624 | ||
| 4.450% senior notes due 2030 | 500 | — | ||
| 3.601% Euro notes due 2031 | 587 | 520 | ||
| 4.00% senior notes due 2032 | 700 | 700 | ||
| 4.15% sustainability-linked senior notes due 2033 | 1,300 | 1,300 | ||
| 5.45% debentures due 2034 | 137 | 137 | ||
| 3.625% Euro notes due 2035 | 587 | — | ||
| 3.802% Euro notes due 2036 | 587 | 520 | ||
| 5.80% notes due 2037 | 240 | 240 | ||
| 4.15% senior notes due 2042 | 1,000 | 1,000 | ||
| 3.92% senior notes due 2047 | 300 | 300 | ||
| 4.70% senior notes due 2052 | 700 | 700 | ||
| 5.25% to 7.875% notes (maturities ranging from 2026 to 2035) | 99 | 99 | ||
| Finance leases | 25 | 28 | ||
| Deferred debt issuance costs | (47) | (45) | ||
| Unamortized discount | (13) | (7) | ||
| Fair value hedging adjustment | 31 | 37 | ||
| Total long-term debt | 9,894 | 9,152 | ||
| Less current portion of long-term debt | (1,136) | (674) | ||
| Long-term debt less current portion | $ | 8,758 | $ | 8,478 |
Substantially all these long-term debt instruments are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries (the Senior Notes). Further, as of December 31, 2025, all of these long-term debt instruments, except the 0.128% Euro notes due 2026, the 0.577% Euro notes due 2030, the 3.601% Euro notes due 2031, and the 3.802% Euro notes due 2036 are registered by Eaton Corporation under the Securities Act of 1933, as amended (the Registered Senior Notes).
On May 9, 2025, a subsidiary of Eaton issued Euro denominated notes (2025 Euro Notes) with a face amount of €500 million ($564 million). The 2025 Euro Notes mature in 2035 with interest payable annually at a rate of 3.625% per annum. The issuer received proceeds totaling €494 million ($558 million) from the 2025 Euro Notes issuance, net of financing costs and discounts. The 2025 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Euro Notes contain customary optional redemption and par call provisions. The 2025 Euro Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Euro Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Euro Notes. The 2025 Euro Notes are subject to customary non-financial covenants.
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Also on May 9, 2025, the same subsidiary of Eaton issued senior notes (2025 Notes) with a face amount of $500 million. The 2025 Notes mature in 2030 with interest payable semi-annually at a rate of 4.45% per annum. The issuer received proceeds totaling $495 million from the 2025 Notes issuance, net of financing costs and discounts. The 2025 Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Notes contain customary optional redemption and par call provisions. The 2025 Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Notes. The 2025 Notes are subject to customary non-financial covenants.
On September 29, 2025, a subsidiary of Eaton entered into a new $3,000 million five-year revolving credit agreement that will expire on September 27, 2030 (New Revolving Credit Agreement), which replaced the $500 million 364-day revolving credit agreement dated September 30, 2024 and $2,500 million five-year revolving credit agreement dated October 3, 2022. The New Revolving Credit Agreement is used to support commercial paper borrowings and is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under the New Revolving Credit Agreement at December 31, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which nonewas outstanding on December 31, 2025. On February 6, 2026, a subsidiary of Eaton exercised a $1,000 million upsize of the existing $3,000 million five-year revolving credit agreement, increasing the total facility size to $4,000 million. The upsize was executed under the New Revolving Credit Agreement, and the facility’s maturity date remains unchanged at September 27, 2030. Also on February 6, 2026, the Company increased its commercial paper program from $3,000 million to $4,000 million.
On February 6, 2026, a subsidiary of Eaton entered into a senior unsecured delayed-draw term loan facility (Term Credit Agreement) in an aggregate principal amount of up to $8,000 million. The proceeds of the Term Credit Agreement, if drawn, will be used solely by the Company to finance a portion of the expected acquisition of Boyd Thermal. The Term Credit Agreement will mature and be payable in full on December 31, 2026 unless the Term Credit Agreement is terminated earlier pursuant to its terms. The Term Credit Agreement is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. The Company has not drawn on the Term Credit Agreement.
In addition to the revolving credit facility, the Company also had available lines of credit of $872 million from various banks primarily for the issuance of letters of credit, of which there was $350 million outstanding at December 31, 2025. Borrowings outside the United States are generally denominated in local currencies.
Short-term debt of $1 million at December 31, 2025 was entirely comprised of short-term debt outside the United States. There was no short-term debt outstanding at December 31, 2024.
Eaton is in compliance with each of its debt covenants for all periods presented.
Maturities of long-term debt for each of the next five years are as follows:
| (In millions) | ||
|---|---|---|
| 2026 | $ | 1,136 |
| 2027 | 706 | |
| 2028 | 504 | |
| 2029 | 203 | |
| 2030 | 1,206 |
Interest paid on debt is as follows:
| (In millions) | ||
|---|---|---|
| 2025 | $ | 351 |
| 2024 | 329 | |
| 2023 | 319 |
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Note 10. RETIREMENT BENEFITS PLANS
Eaton has defined benefits pension plans and other postretirement benefits plans.
Obligations and Funded Status
| United States<br>pension liabilities | Non-United States<br>pension liabilities | Other postretirement<br>liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||
| Funded status | ||||||||||||
| Fair value of plan assets | $ | 2,469 | $ | 2,445 | $ | 1,722 | $ | 1,548 | $ | 20 | $ | 18 |
| Benefit obligations | (2,650) | (2,700) | (2,038) | (1,863) | (194) | (196) | ||||||
| Funded status | $ | (181) | $ | (255) | $ | (316) | $ | (315) | $ | (174) | $ | (178) |
| Amounts recognized in the Consolidated<br> Balance Sheets | ||||||||||||
| Other assets | $ | — | $ | — | $ | 256 | $ | 231 | $ | — | $ | — |
| Other current liabilities | (9) | (29) | (42) | (31) | (13) | (14) | ||||||
| Pension liabilities and Other postretirement<br> benefits liabilities | (172) | (226) | (530) | (515) | (161) | (164) | ||||||
| Total | $ | (181) | $ | (255) | $ | (316) | $ | (315) | $ | (174) | $ | (178) |
| Amounts recognized in Accumulated other<br> comprehensive loss (pre-tax) | ||||||||||||
| Net actuarial loss (gain) | $ | 847 | $ | 904 | $ | 738 | $ | 678 | $ | (72) | $ | (87) |
| Prior service cost | 3 | 5 | 15 | 6 | — | — | ||||||
| Total | $ | 850 | $ | 909 | $ | 753 | $ | 684 | $ | (72) | $ | (87) |
Change in Benefit Obligations
| United States<br>pension liabilities | Non-United States<br>pension liabilities | Other postretirement<br>liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||
| Balance at January 1 | $ | 2,700 | $ | 2,824 | $ | 1,863 | $ | 2,022 | $ | 196 | $ | 212 |
| Service cost | 16 | 18 | 45 | 46 | — | 1 | ||||||
| Interest cost | 135 | 134 | 88 | 85 | 11 | 10 | ||||||
| Actuarial loss (gain) | 55 | (20) | 13 | (82) | 2 | (11) | ||||||
| Gross benefits paid | (256) | (258) | (139) | (121) | (27) | (29) | ||||||
| Currency translation | — | — | 155 | (87) | 1 | (3) | ||||||
| Plan amendments | — | 2 | 10 | (3) | — | — | ||||||
| Other | — | — | 3 | 3 | 11 | 16 | ||||||
| Balance at December 31 | $ | 2,650 | $ | 2,700 | $ | 2,038 | $ | 1,863 | $ | 194 | $ | 196 |
| Accumulated benefit obligation | $ | 2,650 | $ | 2,686 | $ | 1,925 | $ | 1,766 |
During 2020, the Company announced it was freezing its United States pension plans for its non-union employees. The freeze was effective January 1, 2021 for non-union U.S. employees whose retirement benefit was determined under a cash balance formula and was effective January 1, 2026 for non-union U.S. employees whose retirement benefit is determined under a final average pay formula.
Actuarial losses related to changes in the United States and Non-United States benefit obligations in 2025 of $55 million and $13 million, respectively, were primarily due to decreases in the discount rates used to measure the obligations as well as unfavorable plan experience. Actuarial gains related to changes in the United States and Non-United States benefit obligations in 2024 of $20 million and $82 million, respectively, were primarily due to increases in the discount rates used to measure the obligations.
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Change in Plan Assets
| United States<br>pension liabilities | Non-United States<br>pension liabilities | Other postretirement<br>liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||
| Balance at January 1 | $ | 2,445 | $ | 2,604 | $ | 1,548 | $ | 1,633 | $ | 18 | $ | 17 |
| Actual return on plan assets | 250 | 84 | 111 | (10) | 2 | 1 | ||||||
| Employer contributions | 30 | 15 | 94 | 95 | 16 | 18 | ||||||
| Gross benefits paid | (256) | (258) | (139) | (121) | (27) | (29) | ||||||
| Currency translation | — | — | 105 | (52) | — | — | ||||||
| Other | — | — | 3 | 3 | 11 | 11 | ||||||
| Balance at December 31 | $ | 2,469 | $ | 2,445 | $ | 1,722 | $ | 1,548 | $ | 20 | $ | 18 |
The components of pension plans with an accumulated benefit obligation in excess of plan assets at December 31 are as follows:
| United States<br>pension liabilities | Non-United States<br>pension liabilities | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Accumulated benefit obligation | $ | 2,650 | $ | 2,686 | $ | 640 | $ | 701 |
| Fair value of plan assets | 2,469 | 2,445 | 121 | 209 |
The components of pension plans with a projected benefit obligation in excess of plan assets at December 31 are as follows:
| United States<br>pension liabilities | Non-United States<br>pension liabilities | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Projected benefit obligation | $ | 2,650 | $ | 2,700 | $ | 738 | $ | 772 |
| Fair value of plan assets | 2,469 | 2,445 | 166 | 225 |
Other postretirement benefit plans with accumulated postretirement benefit obligations in excess of plan assets have been disclosed in the Obligations and Funded Status table.
Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss are as follows:
| United States<br>pension liabilities | Non-United States<br>pension liabilities | Other postretirement<br>liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||
| Balance at January 1 | $ | 909 | $ | 871 | $ | 684 | $ | 661 | $ | (87) | $ | (93) |
| Prior service cost arising during the year | — | 2 | 10 | (3) | — | — | ||||||
| Net loss (gain) arising during the year | (4) | 86 | 30 | 62 | 1 | (7) | ||||||
| Currency translation | — | — | 54 | (18) | 1 | — | ||||||
| Less amounts included in expense during the year | (55) | (50) | (25) | (18) | 13 | 13 | ||||||
| Net change for the year | (59) | 38 | 69 | 23 | 15 | 6 | ||||||
| Balance at December 31 | $ | 850 | $ | 909 | $ | 753 | $ | 684 | $ | (72) | $ | (87) |
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Benefits Expense
The components of retirement benefits expense (income) are as follows:
| United States<br>pension benefit expense | Non-United States pension benefit expense | Other postretirement<br>benefits expense (income) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||
| Service cost | $ | 16 | $ | 18 | $ | 19 | $ | 45 | $ | 46 | $ | 43 | $ | — | $ | 1 | $ | 1 |
| Interest cost | 135 | 134 | 142 | 88 | 85 | 85 | 11 | 10 | 10 | |||||||||
| Expected return on plan assets | (190) | (190) | (195) | (128) | (134) | (121) | (1) | (1) | (1) | |||||||||
| Amortization | 15 | 9 | 4 | 16 | 11 | 7 | (13) | (13) | (17) | |||||||||
| (24) | (29) | (30) | 21 | 8 | 14 | (3) | (3) | (7) | ||||||||||
| Settlements, curtailments, and special termination benefits | 40 | 41 | 34 | 9 | 7 | 4 | — | — | — | |||||||||
| Total expense (income) | $ | 16 | $ | 12 | $ | 4 | $ | 30 | $ | 15 | $ | 18 | $ | (3) | $ | (3) | $ | (7) |
The components of retirement benefits expense (income) other than service costs are included in Other expense (income) - net.
Retirement Benefits Plans Assumptions
In 2025, 2024 and 2023, for purposes of determining liabilities related to the majority of its plans in the United States, the Company used the Pri-2012 mortality tables as well as mortality tables that are based on the Company's own experience and generational improvement scales that are based on MP-2021.
To estimate the service and interest cost components of net periodic benefit cost for the vast majority of its defined benefits pension and other postretirement benefits plans, the Company used a spot rate approach by applying the specific spot rates along the yield curve used to measure the benefit obligation at the beginning of the period to the relevant projected cash flows.
Pension Plans
| United States<br>pension plans | Non-United States<br>pension plans | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||
| Assumptions used to determine benefit obligation at year-end | ||||||||||||
| Discount rate | 5.34 | % | 5.61 | % | 5.14 | % | 5.11 | % | 4.92 | % | 4.52 | % |
| Rate of compensation increase | 3.05 | % | 3.32 | % | 3.40 | % | 3.13 | % | 3.16 | % | 3.17 | % |
| Interest rate used to credit cash balance plans | 4.56 | % | 4.79 | % | 4.01 | % | 2.50 | % | 2.01 | % | 1.59 | % |
| Assumptions used to determine expense | ||||||||||||
| Discount rate used to determine benefit obligation | 5.61 | % | 5.14 | % | 5.47 | % | 4.92 | % | 4.52 | % | 4.83 | % |
| Discount rate used to determine service cost | 5.76 | % | 5.24 | % | 5.54 | % | 5.90 | % | 6.00 | % | 5.90 | % |
| Discount rate used to determine interest cost | 5.29 | % | 4.98 | % | 5.33 | % | 4.71 | % | 4.47 | % | 4.80 | % |
| Expected long-term return on plan assets | 7.00 | % | 6.50 | % | 6.50 | % | 6.63 | % | 6.79 | % | 6.32 | % |
| Rate of compensation increase | 3.32 | % | 3.40 | % | 3.33 | % | 3.16 | % | 3.17 | % | 3.12 | % |
| Interest rate used to credit cash balance plans | 4.79 | % | 4.01 | % | 3.67 | % | 2.01 | % | 1.59 | % | 2.32 | % |
The expected long-term rate of return on pension assets was determined for each country and reflects long-term historical data taking into account each plan's target asset allocation. The expected long-term rates of return on pension assets for United States pension plans and Non-United States pension plans for 2026 are 7.50% and 7.00%, respectively. The discount rates were determined using appropriate bond data for each country.
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Other Postretirement Benefits Plans
Substantially all of the obligation for other postretirement benefits plans relates to United States plans. Assumptions used to determine other postretirement benefits obligations and expense are as follows:
| Other postretirement<br>benefits plans | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Assumptions used to determine benefit obligation at year-end | ||||||
| Discount rate | 5.24 | % | 5.57 | % | 5.11 | % |
| Health care cost trend rate assumed for next year | 6.50 | % | 6.70 | % | 7.70 | % |
| Ultimate health care cost trend rate | 4.75 | % | 4.75 | % | 4.75 | % |
| Year ultimate health care cost trend rate is achieved | 2035 | 2034 | 2033 | |||
| Assumptions used to determine expense | ||||||
| Discount rate used to determine benefit obligation | 5.57 | % | 5.11 | % | 5.46 | % |
| Discount rate used to determine service cost | 5.84 | % | 5.25 | % | 5.53 | % |
| Discount rate used to determine interest cost | 5.29 | % | 4.96 | % | 5.32 | % |
| Initial health care cost trend rate | 6.70 | % | 7.70 | % | 7.10 | % |
| Ultimate health care cost trend rate | 4.75 | % | 4.75 | % | 4.75 | % |
| Year ultimate health care cost trend rate is achieved | 2034 | 2033 | 2031 |
Employer Contributions to Retirement Benefits Plans
Contributions to pension plans that Eaton expects to make in 2026, and made in 2025, 2024 and 2023, are as follows:
| (In millions) | Expected in 2026 | 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|---|---|
| United States plans | $ | 9 | $ | 30 | $ | 15 | $ | 16 |
| Non-United States plans | 89 | 94 | 95 | 97 | ||||
| Total contributions | $ | 98 | $ | 124 | $ | 110 | $ | 113 |
The following table provides the estimated pension and other postretirement benefit payments for each of the next five years, and the five years thereafter in the aggregate. For other postretirement benefits liabilities, the Company expects minor subsidy receipts related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 that would reduce the estimated payments listed below.
| (In millions) | Estimated<br>United States<br>pension payments | Estimated<br>non-United States<br>pension payments | Estimated other postretirement<br>benefit payments | |||
|---|---|---|---|---|---|---|
| 2026 | $ | 276 | $ | 135 | $ | 15 |
| 2027 | 259 | 135 | 19 | |||
| 2028 | 250 | 136 | 18 | |||
| 2029 | 241 | 141 | 17 | |||
| 2030 | 226 | 144 | 17 | |||
| 2031 - 2035 | 1,008 | 757 | 75 |
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Pension Plan Assets
Investment policies and strategies are developed on a country and plan specific basis. The United States plan, representing 59% of worldwide pension assets, and the United Kingdom plans representing 26% of worldwide pension assets, are invested primarily in debt securities largely for liability hedging, as the majority of the assets are in plans that are well-funded. In general, the plans are primarily allocated to diversified high-quality publicly traded debt, primarily through separately managed accounts and commingled funds in the form of common collective and other trusts. The United States plan's target allocation is 21% United States equities, 11% non-United States equities, 4% public real estate (primarily equity of real estate investment trusts), 46% debt securities and 18% other, including private equity, private debt and cash equivalents. The United Kingdom plans' target asset allocations are 16% equities and the remainder in debt securities, cash equivalents and real estate investments. The equity risk for the plans is managed through broad diversification across industries, geographies, and levels of market capitalization. The majority of debt allocations for these plans are longer duration government and corporate debt. The United States, United Kingdom and Canada pension plans are authorized to use derivatives, including the use of futures, swaps and options, to achieve more economically desired market exposures.
Fair Value Measurements
Financial instruments included in pension and other postretirement benefits plan assets are categorized into a fair value hierarchy of three levels, based on the degree of subjectivity inherent in the valuation methodology are as follows:
Level 1 -Quoted prices (unadjusted) for identical assets in active markets.
Level 2 -Quoted prices for similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 -Unobservable prices or inputs.
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy and are being presented in the tables to permit a reconciliation to total plan assets.
Pension Plans
A summary of the fair value of pension plan assets at December 31, 2025 and 2024, is as follows:
| (In millions) | Total | Quoted prices<br>in active<br>markets for<br>identical assets<br>(Level 1) | Other<br>observable<br>inputs<br>(Level 2) | Unobservable<br><br>inputs<br><br>(Level 3)1 | ||||
|---|---|---|---|---|---|---|---|---|
| 2025 | ||||||||
| Common collective trusts | ||||||||
| Non-United States equity and global equities | $ | 211 | $ | — | $ | 211 | $ | — |
| Fixed income | 32 | — | 32 | — | ||||
| Fixed income securities | 1,647 | — | 1,647 | — | ||||
| United States treasuries | 258 | 255 | 3 | — | ||||
| Real estate | 248 | 100 | 32 | 116 | ||||
| Cash equivalents | 49 | 25 | 24 | — | ||||
| Exchange traded funds | 105 | 105 | — | — | ||||
| Other | 419 | — | 50 | 369 | ||||
| Common collective and other trusts measured at net asset value | 1,287 | |||||||
| Money market funds measured at net asset value | 2 | |||||||
| Pending purchases and sales of plan assets, and interest <br> receivable | (67) | |||||||
| Total pension plan assets | $ | 4,191 | $ | 485 | $ | 1,999 | $ | 485 |
1 These pension plan assets include private equity, private credit and private real estate funds that generally have redemption notice periods of six months or longer and are often not eligible for redemption until the underlying assets are liquidated or distributed. The Company has unfunded commitments to these funds of approximately $158 million at December 31, 2025, which will be satisfied by a reallocation of pension plan assets.
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| (In millions) | Total | Quoted prices<br>in active<br>markets for<br>identical assets<br>(Level 1) | Other<br>observable<br>inputs<br>(Level 2) | Unobservable<br><br>inputs<br><br>(Level 3)1 | ||||
|---|---|---|---|---|---|---|---|---|
| 2024 | ||||||||
| Common collective trusts | ||||||||
| Non-United States equity and global equities | $ | 241 | $ | — | $ | 241 | $ | — |
| Fixed income | 28 | — | 28 | — | ||||
| Fixed income securities | 1,582 | — | 1,582 | — | ||||
| United States treasuries | 461 | 453 | 8 | — | ||||
| Real estate | 212 | 63 | 25 | 124 | ||||
| Cash equivalents | 83 | 55 | 28 | — | ||||
| Exchange traded funds | 91 | 91 | — | — | ||||
| Other | 402 | — | 40 | 362 | ||||
| Common collective and other trusts measured at net asset value | 978 | |||||||
| Pending purchases and sales of plan assets, and interest <br> receivable | (85) | |||||||
| Total pension plan assets | $ | 3,993 | $ | 662 | $ | 1,952 | $ | 486 |
1 These pension plan assets include private equity, private credit and private real estate funds that generally have redemption notice periods of six months or longer, and are often not eligible for redemption until the underlying assets are liquidated or distributed. The Company has unfunded commitments to these funds of approximately $128 million at December 31, 2024, which will be satisfied by a reallocation of pension plan assets.
The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2025 and 2024 due to the following:
| (In millions) | Real estate | Other | Total | |||
|---|---|---|---|---|---|---|
| Balance at January 1, 2024 | $ | 199 | $ | 370 | $ | 569 |
| Actual return on plan assets: | ||||||
| Gains (losses) relating to assets still held at year-end | (24) | 29 | 5 | |||
| Purchases, sales, settlements - net | (51) | (37) | (88) | |||
| Transfers into or out of Level 3 | — | — | — | |||
| Balance at December 31, 2024 | 124 | 362 | 486 | |||
| Actual return on plan assets: | ||||||
| Gains (losses) relating to assets still held at year-end | 14 | 32 | 46 | |||
| Purchases, sales, settlements - net | (22) | (25) | (47) | |||
| Transfers into or out of Level 3 | — | — | — | |||
| Balance at December 31, 2025 | $ | 116 | $ | 369 | $ | 485 |
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Other Postretirement Benefits Plans
A summary of the fair value of other postretirement benefits plan assets at December 31, 2025 and 2024, is as follows:
| (In millions) | Total | Quoted prices<br>in active<br>markets for<br>identical assets<br>(Level 1) | Other<br>observable<br>inputs<br>(Level 2) | Unobservable<br>inputs<br>(Level 3) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | ||||||||||||||||||
| Cash equivalents | $ | 3 | $ | 3 | $ | — | $ | — | ||||||||||
| Common collective and other trusts measured at net asset value | 17 | |||||||||||||||||
| Total other postretirement benefits plan assets | $ | 20 | $ | 3 | $ | — | $ | — | (In millions) | Total | Quoted prices<br>in active<br>markets for<br>identical assets<br>(Level 1) | Other<br>observable<br>inputs<br>(Level 2) | Unobservable<br>inputs<br>(Level 3) | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2024 | ||||||||||||||||||
| Cash equivalents | $ | 3 | $ | 3 | $ | — | $ | — | ||||||||||
| Common collective and other trusts measured at net asset value | 15 | |||||||||||||||||
| Total other postretirement benefits plan assets | $ | 18 | $ | 3 | $ | — | $ | — |
Valuation Methodologies
Following is a description of the valuation methodologies used for pension and other postretirement benefits plan assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 and 2024.
Common collective and other trusts - Valued at the net unit value of units held by the trust at year end. The unit value is determined by the total value of fund assets divided by the total number of units of the fund owned. The equity investments in collective trusts are predominantly in index funds for which the underlying securities are actively traded in public markets based upon readily measurable prices. The investments in other trusts are predominantly in exchange traded funds for which the underlying securities are actively traded in public markets based upon readily measurable prices. Common collective and other trusts measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy and are being presented in the tables above to permit a reconciliation of the fair value hierarchy to the total plan assets.
Fixed income securities - These securities consist of publicly traded United States and non-United States fixed interest obligations (principally corporate and government bonds and debentures). The fair value of corporate and government debt securities is determined through third-party pricing models that consider various assumptions, including time value, yield curves, credit ratings, and current market prices. The Company verifies the results of trustees or custodians and evaluates the pricing classification of these securities by performing analyses using other third-party sources.
United States treasuries - Valued at the closing price of each security.
Real estate - Consists of direct investments in the stock of publicly traded companies and investments in pooled funds that invest directly in real estate. The publicly traded companies are valued based on the closing price reported in an active market on which the individual securities are traded and as such are classified as Level 1. The pooled funds rely on appraisal-based valuations and as such are classified as Level 3.
Cash equivalents - Primarily certificates of deposit, commercial paper, and repurchase agreements.
Exchange traded funds - Valued at the closing price of the exchange traded fund's shares.
Money market funds - Money market funds measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy and are being presented in the tables above to permit a reconciliation of the fair value hierarchy to the total plan assets.
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Other - These assets consist of private equity, private debt, insurance contracts primarily for international plans, futures contracts, and over-the-counter options. Investments in private equity and private debt are valued at net asset value or estimated fair value based on quarterly financial information received from the investment advisor, third party appraisal or general partner. These estimates incorporate factors such as contributions and distributions, market transactions, market comparables and performance multiples. Futures contracts and options are valued based on the closing prices of contracts or indices as available using third-party sources.
For additional information regarding fair value measurements, see Note 15.
Defined Contribution Plans
The Company has various defined contribution benefit plans, primarily consisting of the plans in the United States. The total contributions related to these plans are charged to expense and are as follows:
| (In millions) | ||
|---|---|---|
| 2025 | $ | 239 |
| 2024 | 220 | |
| 2023 | 201 |
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Note 11. COMMITMENTS AND CONTINGENCIES
Legal Contingencies
Eaton is subject to a broad range of claims, administrative proceedings, and legal proceedings, including, but not limited to, claims for punitive damages, penalties, and interest, in a variety of matters, including, but not limited to, contract, indemnity, tax, patent infringement, intellectual property, personal injury, commercial, warranty, product liability, environmental, antitrust and trade regulation, class action, and labor and employment matters. Eaton is also subject to legal claims from historic products which may have contained asbestos. Insurance may cover some of the costs associated with claims and proceedings involving Eaton. Although it is not possible to predict with certainty the outcome or cost of these matters, the Company believes they will not have a material adverse effect on the consolidated financial statements.
Environmental Contingencies
Eaton has established policies to ensure that its operations are conducted in keeping with good corporate citizenship and with a positive commitment to the protection of the natural and workplace environments. The Company requires that its businesses be certified to ISO 14001, an international standard for environmental management systems. The Company routinely reviews EHS performance at each of its manufacturing facilities and continuously strives to improve its environmental footprint, including carbon, waste, water and related operational profiles consistent with our sustainability goals.
Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law, or the state equivalents thereof, at a number of disposal sites. The Company became involved in these sites as a result of government action or in connection with business acquisitions. At the end of 2025, the Company was involved with a total of 103 sites worldwide, including the Superfund sites mentioned above, with none of these sites being individually significant to the Company.
Remediation activities, generally involving soil and/or groundwater contamination, include pre-cleanup activities such as fact finding and investigation, risk assessment, feasibility study, design and action planning, performance (where actions may range from monitoring, to removal of contaminants, to installation of longer-term remediation systems), and operation and maintenance of a remediation system. The extent of expected remediation activities and costs varies by site. A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs, when it is probable that a liability has been incurred. Actual results may differ from these estimates. At December 31, 2025 and 2024, the Company had an accrual totaling $69 million and $70 million, respectively, for these costs.
Based upon Eaton's analysis and subject to the difficulty in estimating these future costs, the Company expects that any sum it may be required to pay in connection with environmental matters is not reasonably possible to exceed the recorded liability by an amount that would have a material effect on its financial position, results of operations or cash flows.
Warranty Accruals
Product warranty accruals are established at the time the related sale is recognized through a charge to Cost of products sold. Warranty accrual estimates are based primarily on historical warranty claim experience and specific customer contracts. Provisions for warranty accruals are comprised of basic warranties for products sold, as well as accruals for product recalls and other events when they are known and estimable. A summary of the current and long-term warranty accruals is as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Balance at January 1 | $ | 150 | $ | 136 | $ | 125 |
| Provision | 82 | 81 | 100 | |||
| Settled | (60) | (65) | (91) | |||
| Warranty accruals from business acquisition and other | 2 | (3) | 2 | |||
| Balance at December 31 | $ | 174 | $ | 150 | $ | 136 |
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Note 12. INCOME TAXES
Eaton Corporation plc is domiciled in Ireland. Income (loss) before income taxes and income tax expense (benefit) are summarized below based on the geographic location of the operation to which such earnings and income taxes are attributable.
| Income (loss) before income taxes | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2023 | |||||||||||
| Ireland | $ | 188 | $ | 183 | $ | (3) | ||||||||
| Foreign | 4,744 | 4,383 | 3,830 | |||||||||||
| Total income before income taxes | $ | 4,932 | $ | 4,566 | $ | 3,827 | Income tax expense (benefit) | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions) | 2025 | 2024 | 2023 | |||||||||||
| Current | ||||||||||||||
| Ireland | $ | 85 | $ | 128 | $ | 42 | ||||||||
| Foreign | 711 | 794 | 744 | |||||||||||
| Total current income tax expense | 796 | 922 | 786 | |||||||||||
| Deferred | ||||||||||||||
| Ireland | (3) | (16) | 1 | |||||||||||
| Foreign | 48 | (138) | (183) | |||||||||||
| Total deferred income tax expense (benefit) | 45 | (154) | (182) | |||||||||||
| Total income tax expense | $ | 841 | $ | 768 | $ | 604 |
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Reconciliations of income taxes from the Ireland national statutory rate of 25% to the consolidated effective income tax rate are as follows:
| 2025 | ||||
|---|---|---|---|---|
| (Amounts in millions) | Amount | Percent | ||
| Income taxes at the applicable statutory rate | $ | 1,233 | 25.0 | % |
| Ireland | ||||
| Nontaxable or nondeductible items | ||||
| Nondeductible interest expense | 78 | 1.6 | % | |
| Other Adjustments | ||||
| Tax rate differential - Ireland tax on trading income | (61) | (1.2) | % | |
| Other items - net | 30 | 0.6 | % | |
| Foreign tax effects | ||||
| United States | ||||
| Tax rate differential | (96) | (1.9) | % | |
| State and local income taxes | 62 | 1.3 | % | |
| Effect of cross-border tax laws – foreign derived intangible income | (64) | (1.3) | % | |
| Other items - net | (61) | (1.2) | % | |
| United Arab Emirates | ||||
| Tax rate differential | (86) | (1.7) | % | |
| Other items - net | 32 | 0.6 | % | |
| Puerto Rico operations | ||||
| Tax rate differential | (71) | (1.4) | % | |
| Other foreign jurisdictions | (33) | (0.7) | % | |
| Changes in unrecognized tax benefits | (123) | (2.5) | % | |
| Effective income tax expense rate | $ | 841 | 17.1 | % |
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| 2024 | 2023 | |||
|---|---|---|---|---|
| Income taxes at the applicable statutory rate | 25.0 | % | 25.0 | % |
| Ireland operations | ||||
| Ireland tax on trading income | (0.9) | % | (1.3) | % |
| Nondeductible interest expense | 0.9 | % | 2.6 | % |
| Ireland other - net | 1.2 | % | (0.2) | % |
| Foreign operations | ||||
| Earnings taxed at other than the applicable statutory tax rate | (6.7) | % | (9.9) | % |
| Other items | (0.2) | % | 2.2 | % |
| Worldwide operations | ||||
| Adjustments to tax liabilities | 0.1 | % | (0.2) | % |
| Adjustments to valuation allowances | (2.6) | % | (2.4) | % |
| Effective income tax expense rate | 16.8 | % | 15.8 | % |
During 2025, income tax expense of $841 million was recognized (an effective tax rate of 17.1%) compared to income tax expense of $768 million in 2024 (an effective tax rate of 16.8%) and income tax expense of $604 million in 2023 (an effective tax rate of 15.8%). The increase in the effective tax rate from 16.8% in 2024 to 17.1% in 2025 was primarily due to greater levels of income earned in higher tax jurisdictions. The increase in the effective tax rate from 15.8% in 2023 to 16.8% in 2024 was due to greater levels of income earned in higher tax jurisdictions, partially offset by a larger impact from the excess tax benefits recognized for employee share-based payments and the reduction of valuation allowances on foreign tax attributes.
No provision has been made for income taxes on undistributed earnings of foreign subsidiaries at December 31, 2025, since it is the Company's intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. The Company expects to deploy capital to those markets which offer particularly attractive growth opportunities. The cash that is permanently reinvested is typically used to expand operations either organically or through acquisitions. It is not practicable to estimate the additional income taxes and applicable withholding taxes that would be payable on the remittance of such undistributed earnings.
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Worldwide income tax payments, net of tax refunds, are as follows:
| (In millions) | 2025 | |
|---|---|---|
| Ireland | $ | 105 |
| Foreign | ||
| United States | 374 | |
| Germany | 72 | |
| Other foreign | 358 | |
| Total income taxes paid | $ | 909 |
| 2024 total income taxes paid | $ | 752 |
| 2023 total income taxes paid | 727 |
Deferred Income Tax Assets and Liabilities
Components of noncurrent deferred income taxes are as follows:
| December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (In millions) | Noncurrent assets and liabilities | |||
| Accruals and other adjustments | ||||
| Employee benefits | $ | 250 | $ | 295 |
| Depreciation and amortization | (792) | (791) | ||
| Other accruals and adjustments | 609 | 460 | ||
| Ireland income tax loss carryforwards | 1 | 1 | ||
| Foreign income tax loss carryforwards | 3,784 | 3,674 | ||
| Foreign income tax credit carryforwards | 213 | 252 | ||
| Valuation allowance for income tax loss and income tax credit carryforwards | (3,623) | (3,556) | ||
| Total deferred income taxes | $ | 442 | $ | 334 |
At December 31, 2025, Eaton Corporation plc and its foreign subsidiaries had income tax loss carryforwards and income tax credit carryforwards that are available to reduce future taxable income or tax liabilities. These carryforwards and their respective expiration dates are summarized below:
| (In millions) | 2026<br>through<br>2030 | 2031<br>through<br>2035 | 2036<br>through<br>2040 | 2041<br>through<br>2050 | Not<br>subject to<br>expiration | Valuation<br>allowance | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ireland income tax loss carryforwards | $ | — | $ | — | $ | — | $ | — | $ | 8 | $ | — |
| Ireland deferred income tax assets for income tax loss<br> carryforwards | — | — | — | — | 1 | (1) | ||||||
| Foreign income tax loss carryforwards | 26 | 739 | 10,914 | 208 | 6,396 | — | ||||||
| Foreign deferred income tax assets for income tax loss carryforwards | 6 | 179 | 2,608 | 51 | 943 | (3,527) | ||||||
| Foreign deferred income tax assets for income tax loss carryforwards after ASU 2013-11 | 4 | 179 | 2,608 | 51 | 943 | (3,527) | ||||||
| Foreign income tax credit carryforwards | 148 | 48 | 27 | 20 | 43 | (95) | ||||||
| Foreign income tax credit carryforwards after ASU 2013-11 | 82 | 45 | 23 | 20 | 43 | (95) |
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Recoverability of Deferred Income Tax Assets
Eaton is subject to the income tax laws in the jurisdictions in which it operates. In order to determine its income tax provision for financial statement purposes, Eaton must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and liabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.
Management evaluates the realizability of deferred income tax assets for each of the jurisdictions in which it operates. If the Company experiences cumulative pre-tax income in a particular jurisdiction in the three-year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments, or changes in tax laws, would lead management to conclude otherwise. However, if the Company experiences cumulative pre-tax losses in a particular jurisdiction in the three-year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, carryback capability under the tax law in the particular country, prudent and feasible tax planning strategies, changes in tax laws, and estimates of future earnings and taxable income using the same assumptions as those used for the Company's goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance.
Applying the above methodology, valuation allowances have been established for certain deferred income tax assets to the extent they are not expected to be realized within the particular tax carryforward period.
Unrecognized Income Tax Benefits
A summary of gross unrecognized income tax benefits is as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Balance at January 1 | $ | 1,361 | $ | 1,300 | $ | 1,235 |
| Increases and decreases as a result of positions taken during prior years | ||||||
| Other increases, including currency translation | 6 | 22 | 42 | |||
| Other decreases, including currency translation | (31) | (22) | (5) | |||
| Increases as a result of positions taken during the current year | 86 | 93 | 86 | |||
| Decreases relating to settlements with tax authorities | (20) | (18) | (6) | |||
| Decreases as a result of a lapse of the applicable statute of limitations | (102) | (14) | (52) | |||
| Balance at December 31 | $ | 1,300 | $ | 1,361 | $ | 1,300 |
Eaton recognizes an income tax benefit from an uncertain tax position only if it is more likely than not that the benefit would be sustained upon examination by taxing authorities, based on the technical merits of the position. The Company evaluates and adjusts the amount of unrecognized income tax benefits based on changes in facts and circumstances. The Company does not enter into any of the United States Internal Revenue Service (IRS) Listed Transactions as set forth in Treasury Regulation 1.6011-4.
If all unrecognized income tax benefits were recognized, the net impact on the provision for income tax expense would be $813 million.
As of December 31, 2025 and 2024, Eaton had accrued approximately $218 million and $225 million, respectively, for the payment of worldwide interest and penalties, which are not included in the table of unrecognized income tax benefits above. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense.
The Company believes that the final resolution of all the assessments discussed below will not have a material impact on its consolidated financial statements. The ultimate outcome of these matters cannot be predicted with certainty given the complex nature of tax controversies. Should the ultimate outcome of any one of these matters deviate from our reasonable expectations, final resolution may have a material adverse impact on the Company’s consolidated financial statements. However, Eaton believes that its interpretations of tax laws and application of tax laws to its facts are correct, and that its accrual of unrecognized income tax benefits is appropriate with respect to these matters.
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Eaton or its subsidiaries file income tax returns in Ireland and many countries around the world. With only a few exceptions, Eaton and its subsidiaries are no longer subject to examinations for years before 2015.
Brazil Tax Years 2005-2012
The Company has two Brazilian tax cases primarily relating to the amortization of certain goodwill generated from the acquisition of third-party businesses and corporate reorganizations. One case involves tax years 2005-2008 (Case 1), and the other involves tax years 2009-2012 (Case 2). Case 2 is proceeding on a more accelerated timeline than Case 1. For Case 2, the Company received a tax assessment in 2014 that included interest and penalties. In November 2019, the Company received an unfavorable result at the final tax administrative appeals level, resulting in an alleged tax deficiency of $24 million plus $121 million of interest and penalties (translated at the December 31, 2025 exchange rate). The Company is challenging this assessment in the judicial system and, on April 18, 2022, received an unfavorable decision at the first judicial level. On April 27, 2022, the Company filed a motion for clarification relating to that decision. On May 20, 2022, the court largely upheld its prior decision without further clarification. On June 9, 2022, the Company filed its notice of appeal to the second level court. On July 11, 2024, the court published a favorable decision resulting in the cancellation of a portion of the penalties imposed by the tax authorities. As a result of the favorable decision, the alleged interest and penalties was reduced from $121 million to $82 million (translated at the December 31, 2025 exchange rate). The Company intends to continue its challenge of the assessment in the judicial system.
As previously disclosed for Case 1, the Company received a separate tax assessment alleging a tax deficiency of $30 million plus $120 million of interest and penalties (translated at the December 31, 2025 exchange rate), which the Company is challenging in the judicial system. On April 4, 2024, the court published a favorable decision resulting in a reduction to the Case 1 assessment for the goodwill generated from the acquisition of a third-party business. In the same decision, the court confirmed the cancellation of a portion of the penalties imposed by the tax authorities. In May 2025, Eaton obtained a favorable decision that cancelled a portion of the assessment due to the expiration of the statute of limitations. As a result of the favorable decisions, the alleged tax deficiency was reduced to $22 million plus $62 million of interest and penalties (translated at the December 31, 2025 exchange rate). The remainder of Case 1 is still pending resolution at the first judicial level.
Both cases are expected to take several years to resolve through the Brazilian judicial system and require provision of certain assets as security for the alleged deficiencies. As of December 31, 2025, the Company pledged Brazilian real estate assets with net book value of $17 million and provided additional security in the form of bank secured bonds and insurance bonds totaling $101 million and a cash deposit of $28 million (translated at the December 31, 2025 exchange rate).
United States Tax Disputes
The IRS typically audits large corporate taxpayers on a continuous basis, generally resulting in many open tax years if there are disputed tax positions upon completion of the audits. The IRS has completed its examination of the consolidated income tax returns of the Company’s United States subsidiaries (Eaton US) for 2007 through 2016 and the statuses of the various tax years are discussed below. The IRS has challenged certain tax positions of Eaton US, and the Company is attempting to resolve those issues in litigation and the IRS administrative process, as described in more detail below. The IRS is currently examining tax years 2017 through 2019, and the statute of limitations for those years is open until December 31, 2027. Tax years 2020 and later are subject to future examination by the IRS. Income tax returns of states and localities within the United States will be reopened to the extent of United States federal income tax adjustments. For some states and localities, the statute of limitations is open as early as the 2007 tax year. The Eaton US tax positions challenged by the IRS are items that recur beyond the tax years for which the IRS has proposed adjustments. Eaton believes that its interpretations of tax laws and application of tax laws to its facts are correct. However, if there is a final unfavorable resolution of any of the issues discussed below, it may have a material adverse impact on the Company’s consolidated financial statements.
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U.S. Tax Years 2007-2010
In 2014, the IRS issued a Statutory Notice of Deficiency for Eaton US for the 2007 through 2010 tax years (the 2007-10 Notice), which Eaton US contested in Tax Court. The 2007-10 Notice proposed assessments of $190 million in additional taxes plus $72 million in penalties, net of agreed credits and deductions. The proposed assessments pertained to: (i) transfer pricing adjustments for products manufactured in the Company's facilities in Puerto Rico and the Dominican Republic and sold to affiliated companies located in the United States, and (ii) the separate proposed assessment noted below. The proposed assessment in the 2007-10 Notice for transfer pricing adjustments has been resolved in Tax Court. Eaton US set its transfer prices for products sold between these affiliates at the same prices that Eaton US sells such products to third parties as required by two successive Advance Pricing Agreements (APAs) Eaton US entered into with the IRS that governed the 2005-2010 tax years. Eaton US has continued to apply the APA pricing methodology for 2011 through the current reporting period. In 2011, the IRS sent a letter to Eaton stating that it was retrospectively canceling the APAs. The issue in Tax Court involved whether the IRS improperly cancelled the APAs. On July 26, 2017, the Tax Court issued a ruling in which it agreed with Eaton US that the IRS must abide by the terms of the APAs for the tax years 2005-2006. On May 24, 2021, the IRS filed a notice to appeal the Tax Court’s ruling to the United States Sixth Circuit Court of Appeals. In July 2022, the Sixth Circuit panel heard oral arguments, and on August 25, 2022, issued a ruling in favor of Eaton US, confirming that the IRS must abide by the terms of the APAs. The Sixth Circuit Court of Appeals ruling for tax years 2005-2006 also resolved the APA cancellation issue for the 2007-2010 years. The ruling on the APA issue did not have a material impact on Eaton’s consolidated financial statements. Eaton and the IRS recognized that the ruling on the enforceability of the APA did not address a secondary issue regarding the transfer pricing for a certain royalty paid from 2006-2010. On November 15, 2023, the IRS also agreed to use the royalty rate reported by Eaton for the 2007-2010 tax years. On October 21, 2024, the IRS confirmed to the Tax Court that the Company was not liable for penalties related to the APA cancellation issue.
The 2007-10 Notice also included a separate proposed assessment involving the recognition of income for several of Eaton US’s controlled foreign corporations. The Company believes that the proposed assessment is without merit and contested the matter in Tax Court. In October 2017, Eaton and the IRS both moved for partial summary judgment on this issue. On February 25, 2019, the Tax Court granted the IRS’s motion for partial summary judgment and denied Eaton’s. The Company intends to appeal the Tax Court’s partial summary judgment decision to the United States Sixth Circuit Court of Appeals. The total potential impact of the Tax Court's partial summary judgment decision on the controlled foreign corporation income recognition issue is not estimable until all matters in the open tax years have been resolved.
U.S. Tax Years 2011-2013
In 2018, the IRS completed its examination of Eaton US for tax years 2011 through 2013 and proposed adjustments. Those adjustments were the subject of administrative appeals, which concluded without resolution. As a result, on December 21, 2022, the IRS issued Statutory Notices of Deficiency for Eaton US for these tax years (the 2011-2013 Notice) proposing assessments of $749 million in additional taxes plus $110 million in penalties, net of agreed credits and deductions. The proposed assessments pertain to: (i) transfer pricing adjustments similar to those proposed in the 2007-10 Notice for products manufactured in the Company’s facilities in Puerto Rico and the Dominican Republic and sold to affiliated companies located in the U.S.; (ii) adjustments involving the recognition of income for several of Eaton US’s controlled foreign corporations; (iii) transfer pricing adjustments for products manufactured in one of the Company’s facilities in Mexico and sold to affiliated companies located in the U.S.; and (iv) adjustments challenging the appropriate interest rate on intercompany debt and amount of intercompany fees charged for financial guarantees on external debt. On March 3, 2023, the Company filed its petition to the U.S. Tax Court. Of the four categories of proposed assessments, Eaton's dispute regarding the IRS adjustments related to interest rates and guarantee fees was heard in the U.S. Tax Court in November and December 2025. The timing of when the Tax Court will issue its decision is uncertain. The Company will vigorously defend its positions through litigation, which will take several years for final resolution.
U.S. Tax Years 2014-2016
In 2021, the IRS completed its examination of Eaton US for tax years 2014 through 2016 and has proposed adjustments, including: (i) transfer pricing adjustments similar to those proposed in the 2007-10 and 2011-2013 Notices for products manufactured in the Company’s facilities in Puerto Rico, and the Dominican Republic and sold to affiliated companies located in the U.S.; (ii) transfer pricing adjustments similar to those proposed in the 2011-2013 Notice for products manufactured in one of the Company’s facilities in Mexico and sold to affiliated companies located in the U.S.; and (iii) adjustments similar to those proposed in the 2011-2013 Notice challenging the appropriate interest rate on intercompany debt and amount of intercompany fees charged for financial guarantees on external debt. On November 29, 2021, the case was formally assigned to administrative appeals, and the Company will attempt to resolve certain of the issues in this administrative forum. However, if acceptable resolutions are not achieved, the Company will vigorously defend its positions through litigation, which if undertaken will likely take several years for final resolution. The statute of limitations on these tax years currently remains open until December 31, 2026.
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Note 13. EATON SHAREHOLDERS' EQUITY
There are 750 million Eaton ordinary shares authorized ($0.01 par value per share), 387.9 million and 392.9 million of which were issued and outstanding at December 31, 2025 and 2024, respectively. Eaton's Memorandum and Articles of Association authorized 40 thousand deferred ordinary shares (€1.00 par value per share) and 10 thousand preferred A shares ($1.00 par value per share), all of which were issued and outstanding at December 31, 2025 and 2024, and 10 million serial preferred shares ($0.01 par value per share), none of which is outstanding at December 31, 2025 and 2024. At December 31, 2025, there were 8,691 holders of record of Eaton ordinary shares. Additionally, 13,766 current and former employees were shareholders through participation in the Eaton Savings Plan, the Eaton Personal Investment Plan, or The Eaton Puerto Rico Retirement Savings Plan.
On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During 2025 and 2024, 5.7 million and 7.8 million ordinary shares were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $1.9 billion and $2.5 billion, respectively. During 2023, no ordinary shares were repurchased.
Eaton has deferral plans that permit certain employees and directors to defer a portion of their compensation. A trust contains $3 million of ordinary shares and marketable securities at December 31, 2025 and 2024 to fund a portion of these liabilities. The marketable securities were included in Other assets and the ordinary shares were included in Shareholders' equity at historical cost.
On February 26, 2026, Eaton's Board of Directors declared a quarterly dividend of $1.10 per ordinary share, a 6% increase over the dividend paid in the fourth quarter of 2025. The dividend is payable on March 27, 2026 to shareholders of record on March 10, 2026.
Comprehensive Income (Loss)
Comprehensive income (loss) consists primarily of net income, currency translation and related hedging instruments, changes in unrecognized costs of pension and other postretirement benefits, and changes in the effective portion of open derivative contracts designated as cash flow hedges. The following table summarizes the pre-tax and after-tax amounts recognized in Comprehensive income (loss):
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Pre-tax | After-tax | Pre-tax | After-tax | Pre-tax | After-tax | ||||||
| Currency translation and related hedging instruments | ||||||||||||
| Gain (loss) from currency translation and related hedging<br> instruments | $ | 246 | $ | 255 | $ | (358) | $ | (355) | $ | 252 | $ | 247 |
| Amortization of gains on net investment hedges (amount<br> excluded from effectiveness testing) reclassified to earnings | (15) | (15) | (15) | (15) | (12) | (12) | ||||||
| 231 | 240 | (373) | (370) | 241 | 235 | |||||||
| Pensions and other postretirement benefits | ||||||||||||
| Prior service credit (cost) arising during the year | (10) | (7) | 1 | 1 | — | — | ||||||
| Net gain (loss) arising during the year | (27) | (18) | (141) | (104) | (246) | (189) | ||||||
| Currency translation | (55) | (43) | 18 | 13 | (29) | (21) | ||||||
| Amortization of actuarial loss and prior service cost<br> reclassified to earnings | 67 | 50 | 55 | 41 | 32 | 24 | ||||||
| (25) | (18) | (67) | (49) | (243) | (185) | |||||||
| Cash flow hedges | ||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | 29 | 23 | (6) | (5) | 63 | 50 | ||||||
| Changes in cash flow hedges reclassified to earnings | (27) | (22) | (16) | (12) | (78) | (61) | ||||||
| 2 | 1 | (22) | (17) | (14) | (11) | |||||||
| Other comprehensive income (loss) attributable to Eaton ordinary shareholders | $ | 208 | $ | 223 | $ | (462) | $ | (436) | $ | (17) | $ | 39 |
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The changes in Accumulated other comprehensive loss are as follows:
| (In millions) | Currency translation and related hedging instruments | Pensions and other postretirement benefits | Cash flow <br>hedges | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2025 | $ | (3,399) | $ | (1,044) | $ | 101 | $ | (4,342) |
| Other comprehensive income (loss) before<br> reclassifications | 255 | (68) | 23 | 210 | ||||
| Amounts reclassified from Accumulated other <br> comprehensive loss (income) | (15) | 50 | (22) | 13 | ||||
| Net current-period Other comprehensive <br> income (loss) | 240 | (18) | 1 | 223 | ||||
| Balance at December 31, 2025 | $ | (3,159) | $ | (1,062) | $ | 102 | $ | (4,118) |
The reclassifications out of Accumulated other comprehensive loss are as follows:
| (In millions) | December 31, 2025 | Consolidated Statements <br>of Income classification | ||
|---|---|---|---|---|
| Gains and (losses) on net investment hedges (amount excluded<br> from effectiveness testing) | ||||
| Currency exchange contracts | $ | 15 | Interest expense - net | |
| Tax expense | — | |||
| Total, net of tax | 15 | |||
| Amortization of defined benefits pensions and other <br> postretirement benefits items | ||||
| Actuarial loss and prior service cost | (67) | 1 | ||
| Tax benefit | 17 | |||
| Total, net of tax | (50) | |||
| Gains and (losses) on cash flow hedges | ||||
| Floating-to-fixed interest rate swaps | 13 | Interest expense - net | ||
| Currency exchange contracts | 13 | Net sales and Cost of products sold | ||
| Commodity contracts | 1 | Cost of products sold | ||
| Tax expense | (6) | |||
| Total, net of tax | 22 | |||
| Total reclassifications for the period | $ | (13) |
1 These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 10 for additional information about pension and other postretirement benefits items.
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Net Income Per Share Attributable to Eaton Ordinary Shareholders
A summary of the calculation of net income per share attributable to Eaton ordinary shareholders is as follows:
| (In millions except for per share data) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Net income attributable to Eaton ordinary shareholders | $ | 4,087 | $ | 3,794 | $ | 3,218 |
| Weighted-average number of ordinary shares outstanding - diluted | 391.2 | 399.4 | 401.1 | |||
| Less dilutive effect of equity-based compensation | 1.3 | 1.8 | 2.0 | |||
| Weighted-average number of ordinary shares outstanding - basic | 389.9 | 397.6 | 399.1 | |||
| Net income per share attributable to Eaton ordinary shareholders | ||||||
| Diluted | $ | 10.45 | $ | 9.50 | $ | 8.02 |
| Basic | 10.48 | 9.54 | 8.06 |
In 2025, 2024, and 2023, all stock options were included in the calculation of diluted net income per share attributable to Eaton ordinary shareholders because they were all dilutive.
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Note 14. EQUITY-BASED COMPENSATION
Eaton recognizes equity-based compensation expense based on the grant date fair value of the award. Awards with service conditions or both service and market conditions are expensed over the period during which an employee is required to provide service in exchange for the award. Awards with both service and performance conditions are expensed over the period an employee is required to provide service based on the number of units for which achievement of the performance objective is probable. The Company estimates forfeitures as part of recording equity-based compensation expense.
Restricted Stock Units and Awards
Restricted stock units (RSUs) and restricted stock awards (RSAs) have been issued to certain employees and directors. The fair value of RSUs and RSAs are determined based on the closing market price of the Company’s ordinary shares at the date of grant. The RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three years. RSAs are issued and outstanding at the time of grant, but remain subject to forfeiture until vested, generally over ten years. A summary of the RSU and RSA activity for 2025 is as follows:
| (Restricted stock units and awards in millions) | Number of restricted<br>stock units and awards | Weighted-average fair<br>value per unit and award | |
|---|---|---|---|
| Non-vested at January 1 | 0.7 | $ | 202.76 |
| Granted | 0.3 | 305.76 | |
| Vested | (0.4) | 210.02 | |
| Forfeited | — | 275.66 | |
| Non-vested at December 31 | 0.6 | $ | 244.44 |
Information related to RSUs and RSAs is as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Pre-tax expense for RSUs and RSAs | $ | 84 | $ | 74 | $ | 65 |
| After-tax expense for RSUs and RSAs | 65 | 58 | 51 | |||
| Fair value of vested RSUs and RSAs | 107 | 126 | 84 |
As of December 31, 2025, total compensation expense not yet recognized related to non-vested RSUs and RSAs was $90 million, and the weighted-average period in which the expense is expected to be recognized is 2.2 years. Excess tax benefit for RSUs and RSAs totaled $5 million, $8 million, and $4 million for 2025, 2024, and 2023, respectively.
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Performance Share Units
Performance share units (PSUs) have been issued to certain employees that vest based on the satisfaction of a three-year service period and the market condition of total shareholder return relative to that of a group of peers. Awards earned at the end of the three-year vesting period range from 0% to 200% of the targeted number of PSUs granted based on the ranking of total shareholder return of the Company, assuming reinvestment of all dividends, relative to a defined peer group of companies. Equity-based compensation expense for these PSUs is recognized over the period during which an employee is required to provide service in exchange for the award. Upon vesting, dividends that have accumulated during the vesting period are paid on earned awards.
The Company uses a Monte Carlo simulation to estimate the fair value of PSUs with market conditions. The principal assumptions utilized in valuing these PSUs include the expected stock price volatility (based on the most recent 3-year period as of the grant date) and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon bonds with a three-year maturity as of the grant date). A summary of the assumptions used in determining fair value of these PSUs is as follows:
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Expected volatility | 29 | % | 26 | % | 27 | % | |||
| Risk-free interest rate | 3.96 | % | 4.36 | % | 4.35 | % | |||
| Weighted-average fair value of PSUs granted | $ | 296.52 | $ | 362.38 | $ | 203.18 |
A summary of these PSUs that vested is as follows:
| (Performance share units in millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Percent payout | 138 | % | 163 | % | 187 | % |
| Shares vested | 0.2 | 0.2 | 0.3 |
A summary of the 2025 activity for these PSUs is as follows:
| (Performance share units in millions) | Number of performance<br>share units | Weighted-average fair<br>value per unit | |
|---|---|---|---|
| Non-vested at January 1 | 0.2 | $ | 248.21 |
| Granted1 | 0.1 | 296.52 | |
| Adjusted for performance results achieved2 | — | 203.18 | |
| Vested | (0.2) | 203.18 | |
| Forfeited | (0.1) | 303.41 | |
| Non-vested at December 31 | 0.1 | $ | 332.05 |
1 Performance shares granted assuming the Company will perform at target relative to peers.
2 Adjustments for the number of shares vested under the 2023 awards at the end of the three-year performance period ended December 31, 2025, being higher than the target number of shares.
Information related to PSUs is as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Pre-tax expense for PSUs | $ | 22 | $ | 23 | $ | 22 |
| After-tax expense for PSUs | 18 | 18 | 17 |
As of December 31, 2025, total compensation expense not yet recognized related to non-vested PSUs was $23 million and the weighted-average period in which the expense is to be recognized is 1.6 years. Excess tax benefit for PSUs totaled $6 million, $11 million, and $7 million for 2025, 2024, and 2023, respectively.
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Stock Options
Under various plans, stock options have been granted to certain employees and directors to purchase ordinary shares at prices equal to fair market value on the date of grant. Substantially all of these options vest ratably during the three-year period following the date of grant and expire 10 years from the date of grant. Compensation expense is recognized for stock options based on the fair value of the options at the date of grant and amortized on a straight-line basis over the period the employee or director is required to provide service.
The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The principal assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period equal to the expected life of the option); the expected option life (an estimate based on historical experience); the expected dividend yield; and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option). A summary of the assumptions used in determining the fair value of stock options is as follows:
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Expected volatility | 30 | % | 29 | % | 27 | % | |||
| Expected option life in years | 6.2 | 6.3 | 6.3 | ||||||
| Expected dividend yield | 1.5 | % | 1.5 | % | 2.0 | % | |||
| Risk-free interest rate | 4.3% | 4.0 to 4.5% | 4.1 to 4.3% | ||||||
| Weighted-average fair value of stock options granted | $ | 102.50 | $ | 93.42 | $ | 48.79 |
A summary of stock option activity is as follows:
| (Options and aggregate intrinsic value in millions) | Weighted-average<br>exercise price per option | Options | Weighted-average<br>remaining<br>contractual life<br>in years | Aggregate<br>intrinsic<br>value | ||
|---|---|---|---|---|---|---|
| Outstanding at January 1, 2025 | $ | 130.25 | 1.6 | |||
| Granted | 297.35 | 0.1 | ||||
| Exercised | 104.73 | (0.4) | ||||
| Forfeited and canceled | 252.95 | — | ||||
| Outstanding at December 31, 2025 | $ | 152.22 | 1.3 | 5.2 | $ | 214 |
| Exercisable at December 31, 2025 | $ | 119.93 | 1.0 | 4.3 | $ | 199 |
| Reserved for future grants at December 31, 2025 | 17.1 |
The aggregate intrinsic value in the table above represents the total excess of the $318.51 closing price of Eaton ordinary shares on the last trading day of 2025 over the exercise price of the stock option, multiplied by the related number of options outstanding and exercisable. The aggregate intrinsic value is not recognized for financial accounting purposes and the value changes based on the daily changes in the fair market value of the Company's ordinary shares.
Information related to stock options is as follows:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Pre-tax expense for stock options | $ | 20 | $ | 11 | $ | 10 |
| After-tax expense for stock options | 16 | 9 | 8 | |||
| Proceeds from stock options exercised | 39 | 69 | 78 | |||
| Income tax benefit related to stock options exercised | ||||||
| Tax benefit classified in operating activities in the Consolidated <br> Statements of Cash Flows | 17 | 30 | 22 | |||
| Intrinsic value of stock options exercised | 88 | 165 | 116 | |||
| Total fair value of stock options vested | $ | 11 | $ | 11 | $ | 10 |
| Stock options exercised | 0.4 | 0.8 | 1.0 |
As of December 31, 2025, total compensation expense not yet recognized related to non-vested stock options was $9 million, and the weighted-average period in which the expense is expected to be recognized is 1.4 years.
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Note 15. FAIR VALUE MEASUREMENTS
Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
A summary of financial instruments and contingent consideration recognized at fair value, and the fair value measurements used, is as follows:
| (In millions) | Total | Quoted prices in active markets for identical assets <br>(Level 1) | Other observable inputs <br>(Level 2) | Unobservable inputs <br>(Level 3) | ||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | ||||||||
| Cash | $ | 622 | $ | 622 | $ | — | $ | — |
| Short-term investments | 181 | 181 | — | — | ||||
| Derivative contract assets | 26 | — | 26 | — | ||||
| Derivative contract liabilities | (64) | — | (64) | — | ||||
| Contingent future payments from acquisition of Resilient Power Systems Inc. (Note 2) | (31) | — | — | (31) | ||||
| December 31, 2024 | ||||||||
| Cash | $ | 555 | $ | 555 | $ | — | $ | — |
| Short-term investments | 1,525 | 1,525 | — | — | ||||
| Derivative contract assets | 28 | — | 28 | — | ||||
| Derivative contract liabilities | (44) | — | (44) | — |
Eaton values its financial instruments using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $9,894 million and fair value of $9,587 million at December 31, 2025 compared to $9,152 million and $8,651 million, respectively, at December 31, 2024. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and is considered a Level 2 fair value measurement.
Short-Term Investments
Eaton invests excess cash generated from operations in short-term marketable investments. Short-term investments are recorded at carrying value, which approximates the fair value due to the short-term maturities of these investments. A summary of short-term investments is as follows:
| December 31 | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||
| Time deposits and certificates of deposit with banks | $ | 181 | $ | 157 |
| Money market investments | — | 1,368 | ||
| Total short-term investments | $ | 181 | $ | 1,525 |
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Note 16. RESTRUCTURING CHARGES
In the second quarter of 2020, Eaton initiated a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to initially respond to declining market conditions brought on by the COVID-19 pandemic. Since the inception of the program, the Company incurred expenses of $199 million for workforce reductions and $184 million for plant closing and other costs, resulting in total charges of $382 million through December 31, 2023. This multi-year restructuring program was substantially complete at the end of 2023, with final payments primarily made in 2024.
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $335 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $102 million and plant closing and other costs of $38 million, resulting in total estimated charges of $475 million for the entire program.
A summary of restructuring program charges is as follows:
| (In millions except for per share data) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Workforce reductions | $ | 81 | $ | 120 | $ | 19 |
| Plant closing and other | 52 | 83 | 38 | |||
| Total before income taxes | 133 | 202 | 57 | |||
| Income tax benefit | 29 | 43 | 11 | |||
| Total after income taxes | $ | 103 | $ | 160 | $ | 46 |
| Per ordinary share - diluted | $ | 0.26 | $ | 0.40 | $ | 0.11 |
Restructuring program charges related to the following segments:
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Electrical Americas | $ | 14 | $ | 12 | $ | 5 |
| Electrical Global | 63 | 88 | 26 | |||
| Aerospace | 10 | 9 | 5 | |||
| Vehicle1 | 13 | 40 | 6 | |||
| eMobility | 18 | 25 | 7 | |||
| Corporate | 14 | 29 | 8 | |||
| Total | $ | 133 | $ | 202 | $ | 57 |
A summary of liabilities related to workforce reductions, plant closing, and other associated costs is as follows:
| (In millions) | Workforce reductions | Plant closing and other | Total | |||
|---|---|---|---|---|---|---|
| Balance at January 1, 2024 | $ | 35 | $ | 6 | $ | 41 |
| Liability recognized, net | 120 | 83 | 202 | |||
| Payments, utilization and translation | (59) | (81) | (141) | |||
| Balance at December 31, 2024 | 96 | 7 | 103 | |||
| Liability recognized, net1 | 81 | 52 | 133 | |||
| Payments, utilization and translation | (67) | (51) | (118) | |||
| Balance at December 31, 2025 | $ | 109 | $ | 8 | $ | 118 |
1The restructuring program liability was adjusted by $12 million in the fourth quarter of 2025 primarily related to true-ups for completed workforce reductions in the Vehicle segment.
These restructuring program charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items. See Note 18 for additional information about business segments.
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Note 17. GOVERNMENT GRANTS
The Company recognizes the benefit of government grants when they are probable of being received and the specified conditions associated with the grants have been satisfied. Grants for capital investments are generally recognized as deferred income on the Consolidated Balance Sheets, then amortized to income over the life of the related assets. Grants for other expenses are recognized as reductions of the related expense over the period incurred.
In 2024, the Company entered into an agreement to receive government grants from a non-Irish government entity. The grants will be recognized over the term of the agreement beginning in 2024 through 2033. The terms of the agreement and the commitments made by the Company and the government entity have been omitted because they are legally prohibited from being disclosed. Under the agreement, for the years ended December 31, 2025 and 2024, the Company reduced Selling and administrative expense by $15 million and $1 million, respectively, on the Consolidated Statements of Income. As of December 31, 2025 and 2024, the Company recognized unamortized deferred income of $67 million and $9 million, respectively, within Other noncurrent liabilities and Other current liabilities, respectively, on the Consolidated Balance Sheets.
For the year ended December 31, 2023, government grants did not have a material impact on the consolidated financial statements.
Note 18. BUSINESS SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The Company's chief operating decision maker is the chief executive officer.
During the first quarter of 2026, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segment is Mobility, which consists of the legacy Vehicle and eMobility segments. Financial information for this new reportable segment has not been provided as the re-segmentation occurred subsequent to the year ended December 31, 2025. The Company expects to provide financial information for this new reportable segment in the Quarterly Report on Form 10-Q for the period ended March 31, 2026. Eaton’s segments as of December 31, 2025 are as follows:
Electrical Americas and Electrical Global
The Electrical Americas segment consists of electrical components, industrial components, power distribution and assemblies, residential products, single phase power quality and connectivity, three phase power quality, wiring devices, circuit protection, utility power distribution, power reliability equipment, and services that are primarily produced and sold in North and South America. The Electrical Global segment consists of electrical components, industrial components, power distribution and assemblies, single phase and three phase power quality, and services that are primarily produced and sold outside of North and South America; as well as hazardous duty electrical equipment, emergency lighting, fire detection, intrinsically safe explosion-proof instrumentation, and structural support systems that are produced and sold globally. The principal markets for these segments are commercial & institutional, data centers and distributed IT, industrial, utilities, residential, and machinery OEMs. These products are used wherever there is a demand for electrical power in data centers, utilities, industrial and energy facilities, commercial buildings, apartment and office buildings, hospitals, factories, and residencies. The segments share certain common global customers, but a large number of customers are located regionally. Sales are made through distributors, resellers, and manufacturers’ representatives, as well as directly to original equipment manufacturers, utilities, and certain other end users.
Aerospace
The Aerospace segment is a leading global supplier of aerospace fuel, hydraulics, and pneumatic systems for commercial and military use, as well as filtration systems for industrial applications. Products include hydraulic power generation systems for aerospace applications including pumps, motors, hydraulic power units, hose and fittings, electro-hydraulic pumps; controls and sensing products including valves, cylinders, electronic controls, electromechanical actuators, sensors, aircraft flap and slat systems and nose wheel steering systems; fluid conveyance products, including hose, thermoplastic tubing, fittings, adapters, couplings, sealing and ducting; fuel systems including air-to-air refueling systems, fuel pumps, fuel inerting products, sensors, valves, adapters and regulators; mission systems including oxygen generation system, payload carriages, and thermal management products; high performance interconnect products including wiring connectors and cables. The Aerospace segment also includes filtration systems including hydraulic filters, bag filters, strainers and cartridges; and golf grips. The principal markets for the Aerospace segment are manufacturers of commercial and military aircraft and related after-market customers, as well as industrial applications. These manufacturers and other customers operate globally. Products are sold and serviced through a variety of channels.
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Vehicle
The Vehicle segment is a leader in the design, manufacture, marketing, and supply of: drivetrain, powertrain systems and critical components that reduce emissions and improve fuel economy, stability, performance, and safety of cars, light trucks, and commercial vehicles. Products include transmissions and transmission components, clutches, hybrid power systems, superchargers, engine valves and valve actuation systems, locking and limited slip differentials, transmission controls, and fuel vapor components for the global vehicle industry. The principal markets for the Vehicle segment are original equipment manufacturers and aftermarket customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, passenger cars, construction, and agricultural equipment.
eMobility
The eMobility segment designs, manufactures, markets, and supplies mechanical, electrical, and electronic components and systems that improve the power management and performance of both on-road and off-road vehicles. Products include high voltage inverters, converters, fuses, circuit protection units, vehicle controls, power distribution, fuel tank isolation valves, and commercial vehicle hybrid systems. The principal markets for the eMobility segment are original equipment manufacturers and aftermarket customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, passenger cars, construction, agriculture, material handling and mining equipment.
Other Information
No single customer represented greater than 10% of net sales in 2025, 2024 or 2023, respectively.
The accounting policies of the business segments are generally the same as the policies described in Note 1, except that, as described further in the following paragraph, certain items are not allocated to the businesses. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties. These intersegment sales are eliminated in consolidation. Operating profit (loss) includes the operating profit from intersegment sales.
The chief operating decision maker uses segment operating profit (loss) as an input to assess segment performance and determine appropriate resource allocations, including capital, financial, and employee resources. Segment operating profit (loss) results are regularly evaluated versus annual profit plan, forecast and/or prior year.
Other segment items are primarily comprised of Cost of products sold, Selling and administrative expense, Research and development expense, depreciation of property, plant and equipment, and certain items included in Other expense (income) - net on the Consolidated Statements of Income. The Company's chief operating decision maker manages these items on a consolidated basis.
Corporate includes all the Company's amortization of intangible assets, interest expense - net and restructuring program charges (Note 16) and the non-service cost portion of pension and other postretirement benefits income. Other expense - net includes all the Company's costs associated with acquisitions, divestitures, and gains and losses on the sale of certain businesses and other items that are of a corporate or functional governance nature. For purposes of business segment performance measurement, a portion of corporate costs, excluding amortization of intangibles assets, acquisition integration and divestiture costs, and restructuring program charges, are allocated to the businesses. These allocations are periodically adjusted to pass on year-over-year cost savings or increases to the businesses in a manner that is consistent with how the chief operating decision maker assesses performance. Identifiable assets of the business segments exclude goodwill, other intangible assets, and general corporate assets, which principally consist of certain cash, short-term investments, deferred income taxes, certain accounts receivable, certain property, plant and equipment, and certain other assets.
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Business Segment Information
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Net sales | ||||||
| Electrical Americas | $ | 13,276 | $ | 11,436 | $ | 10,098 |
| Electrical Global | 6,815 | 6,248 | 6,084 | |||
| Aerospace | 4,249 | 3,744 | 3,413 | |||
| Vehicle | 2,505 | 2,790 | 2,965 | |||
| eMobility | 604 | 662 | 636 | |||
| Total net sales | $ | 27,448 | $ | 24,878 | $ | 23,196 |
| Other segment items | ||||||
| Electrical Americas | $ | 9,304 | $ | 7,981 | $ | 7,423 |
| Electrical Global | 5,492 | 5,099 | 4,908 | |||
| Aerospace | 3,236 | 2,885 | 2,633 | |||
| Vehicle | 2,086 | 2,288 | 2,483 | |||
| eMobility | 618 | 669 | 657 | |||
| Total other segment items | $ | 20,735 | $ | 18,919 | $ | 18,103 |
| Segment operating profit (loss) | ||||||
| Electrical Americas | $ | 3,972 | $ | 3,455 | $ | 2,675 |
| Electrical Global | 1,323 | 1,149 | 1,176 | |||
| Aerospace | 1,013 | 859 | 780 | |||
| Vehicle | 419 | 502 | 482 | |||
| eMobility | (14) | (7) | (21) | |||
| Total segment operating profit | 6,713 | 5,959 | 5,093 | |||
| Corporate | ||||||
| Intangible asset amortization expense | (486) | (425) | (450) | |||
| Interest expense - net | (241) | (130) | (151) | |||
| Pension and other postretirement benefits income | 19 | 40 | 46 | |||
| Restructuring program charges | (133) | (202) | (57) | |||
| Other expense - net | (941) | (675) | (654) | |||
| Income before income taxes | 4,932 | 4,566 | 3,827 | |||
| Income tax expense | 841 | 768 | 604 | |||
| Net income | 4,090 | 3,798 | 3,223 | |||
| Less net income for noncontrolling interests | (3) | (4) | (5) | |||
| Net income attributable to Eaton ordinary shareholders | $ | 4,087 | $ | 3,794 | $ | 3,218 |
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| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Identifiable assets | ||||||
| Electrical Americas | $ | 6,283 | $ | 4,933 | $ | 4,163 |
| Electrical Global | 3,852 | 3,233 | 2,868 | |||
| Aerospace | 2,684 | 2,392 | 2,276 | |||
| Vehicle | 1,965 | 1,987 | 2,251 | |||
| eMobility | 743 | 633 | 563 | |||
| Total identifiable assets | 15,526 | 13,178 | 12,121 | |||
| Goodwill | 15,769 | 14,713 | 14,977 | |||
| Other intangible assets | 5,054 | 4,658 | 5,091 | |||
| Corporate | 4,902 | 5,833 | 6,243 | |||
| Total assets | $ | 41,251 | $ | 38,381 | $ | 38,432 |
| Capital expenditures for property, plant and equipment | ||||||
| Electrical Americas | $ | 413 | $ | 362 | $ | 309 |
| Electrical Global | 249 | 163 | 142 | |||
| Aerospace | 103 | 83 | 97 | |||
| Vehicle | 76 | 94 | 96 | |||
| eMobility | 27 | 64 | 76 | |||
| Total | 868 | 766 | 721 | |||
| Corporate | 52 | 42 | 36 | |||
| Total expenditures for property, plant and equipment | $ | 919 | $ | 808 | $ | 757 |
| Depreciation of property, plant and equipment | ||||||
| Electrical Americas | $ | 133 | $ | 118 | $ | 108 |
| Electrical Global | 108 | 102 | 96 | |||
| Aerospace | 77 | 70 | 69 | |||
| Vehicle | 95 | 95 | 92 | |||
| eMobility | 28 | 24 | 21 | |||
| Total | 441 | 409 | 386 | |||
| Corporate | 36 | 37 | 43 | |||
| Total depreciation of property, plant and equipment | $ | 477 | $ | 446 | $ | 429 |
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Geographic Region Information
Net sales are measured based on the geographic destination of sales. Long-lived assets consist of property, plant and equipment - net.
| (In millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Net sales | ||||||
| United States | $ | 17,122 | $ | 15,151 | $ | 14,071 |
| Canada | 1,083 | 1,058 | 949 | |||
| Latin America | 1,461 | 1,680 | 1,549 | |||
| Europe | 5,078 | 4,530 | 4,339 | |||
| Asia Pacific | 2,704 | 2,459 | 2,288 | |||
| Total | $ | 27,448 | $ | 24,878 | $ | 23,196 |
| Long-lived assets | ||||||
| United States | $ | 2,344 | $ | 1,990 | $ | 1,773 |
| Canada | 42 | 31 | 31 | |||
| Latin America | 524 | 465 | 476 | |||
| Europe | 935 | 790 | 797 | |||
| Asia Pacific | 472 | 453 | 453 | |||
| Total | $ | 4,316 | $ | 3,729 | $ | 3,530 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are capitalizing on the megatrends of the electrification, digitalization, and the reindustrialization of and growth of megaprojects in North America and increased global infrastructure spending, all of which are expanding our end markets and positioning Eaton for growth for years to come. We are strengthening our participation across the entire electrical power value chain and benefiting from momentum in the data center and utility end markets as well as a growth cycle in the commercial aerospace and defense markets. We are guided by our commitment to operate sustainably and with the highest ethical standards. Our work is helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and for future generations.
Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of $27.4 billion in 2025, the Company serves customers in 180 countries.
During the first quarter of 2026, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segment is Mobility, which consists of the legacy Vehicle and eMobility segments. Financial information for this new reportable segment has not been provided as the re-segmentation occurred subsequent to the year ended December 31, 2025. The Company expects to provide financial information for this new reportable segment in the Quarterly Report on Form 10-Q for the period ended March 31, 2026.
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Portfolio Changes
The Company continues to actively manage its portfolio of businesses to deliver on its strategic objectives. The Company is focused on deploying its capital toward businesses that provide opportunities for above-market growth, strong returns, and align with secular trends and its power management strategies. Over the past three years and continuing in 2026, Eaton completed several transactions to strengthen its portfolio.
| Acquisitions of businesses and investments in associate companies | Date of acquisition | Business segment |
|---|---|---|
| Jiangsu Ryan Electrical Co. Ltd. | April 23, 2023 | Electrical Global |
| A 49 percent stake in Jiangsu Ryan Electrical Co. Ltd., a manufacturer of power distribution and sub-transmission transformers in China. | ||
| Exertherm | May 20, 2024 | Electrical Americas |
| A U.K. based provider of thermal monitoring solutions for electrical equipment. | ||
| NordicEPOD AS | May 31, 2024 | Electrical Global |
| A 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region. | ||
| Fibrebond Corporation | April 1, 2025 | Electrical Americas |
| A U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. | ||
| Resilient Power Systems, Inc. | August 6, 2025 | Electrical Americas |
| A leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. | ||
| Ultra PCS Limited | January 23, 2026 | Aerospace |
| Producer of electronic controls, sensing, stores ejection and data processing solutions with operations in the U.K. and U.S. |
On November 2, 2025, Eaton signed an agreement to acquire Boyd Thermal, a U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. Boyd Thermal employs more than 5,000 people with manufacturing sites across North America, Asia, and Europe. Under the terms of the agreement, Eaton will pay $9.5 billion for Boyd Thermal. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2026.
On January 26, 2026, Eaton announced its intention to pursue a spin-off of its Mobility business, which consists of its legacy Vehicle and eMobility operating segments, into an independent, publicly traded company. Eaton expects to complete the anticipated spin-off by the end of the first quarter of 2027, subject to customary legal and regulatory requirements and approvals, including final approval of the Company’s Board of Directors and effectiveness of a Form 10 registration statement filed with the Securities and Exchange Commission. The planned spin-off is expected to be completed in a manner that is tax-free to Eaton ordinary shareholders for U.S. federal income tax purposes.
Additional information related to acquisitions of businesses is presented in Note 2.
Summary of Results of Operations
A summary of Eaton’s Net sales, Net income attributable to Eaton ordinary shareholders, and Net income per share attributable to Eaton ordinary shareholders - diluted is as follows:
| (In millions except for per share data) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Net sales | $ | 27,448 | $ | 24,878 | $ | 23,196 |
| Net income attributable to Eaton ordinary shareholders | 4,087 | 3,794 | 3,218 | |||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 10.45 | $ | 9.50 | $ | 8.02 |
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RESULTS OF OPERATIONS
Non-GAAP Financial Measures
The following discussion of Consolidated Financial Results includes certain non-GAAP financial measures. These financial measures include adjusted earnings and adjusted earnings per ordinary share, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of adjusted earnings and adjusted earnings per ordinary share to the most directly comparable GAAP measure is included in the Consolidated Financial Results table below. Management believes that these financial measures are useful to investors because they provide additional meaningful financial information that should be considered when assessing our business performance and trends, and they allow investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton.
Acquisition and Divestiture Charges
Eaton incurs integration charges and transaction costs to acquire and integrate businesses, and transaction, separation and other costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items is as follows:
| (In millions except for per share data) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Acquisition integration, divestiture charges and transaction costs | $ | 183 | $ | 36 | $ | 54 |
| Income tax benefit | 38 | 10 | 15 | |||
| Total after income taxes | $ | 145 | $ | 26 | $ | 39 |
| Per ordinary share - diluted | $ | 0.37 | $ | 0.06 | $ | 0.10 |
Acquisition integration, divestiture charges and transaction costs in 2025 are primarily related to the following:
•The acquisitions of Fibrebond Corporation, Resilient Power Systems Inc., Ultra PCS Limited, and Exertherm, the expected acquisition of Boyd Thermal, transactions completed prior to 2023, and other charges to acquire and exit businesses.
•Employee transaction and retention award compensation expense related to the acquisition of Fibrebond of $82 million
•Employee incentive compensation expense related to the acquisition of Resilient of $10 million
Acquisition integration, divestiture charges and transaction costs in 2024 and 2023 are primarily related to acquisitions completed prior to 2023, and include other charges and income to acquire and exit businesses, and the reduction in fair value of contingent future consideration from the Green Motion SA acquisition. Costs in 2023 also include certain indemnity claims associated with the sale of 50% interest in the commercial vehicle automated transmission business in 2017.
Charges in 2025, 2024, and 2023 were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net. In Business Segment Information in Note 18, the charges were included in Other expense - net.
Restructuring Programs
In the second quarter of 2020, Eaton initiated a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to initially respond to declining market conditions brought on by the COVID-19 pandemic. Since the inception of the program, the Company incurred expenses of $199 million for workforce reductions and $184 million for plant closing and other costs, resulting in total charges of $382 million through December 31, 2023. This restructuring program was substantially complete at the end of 2023 and mature year benefits from the program of approximately $265 million were realized in 2024.
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $335 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $102 million and plant closing and other costs of $38 million, resulting in total estimated charges of $475 million for the entire program. The Company expects mature year benefits of $375 million when the multi-year program is fully implemented.
Additional information related to these restructuring programs is presented in Note 16.
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Intangible Asset Amortization Expense
Intangible asset amortization expense is as follows:
| (In millions except for per share data) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Intangible asset amortization expense | $ | 486 | $ | 425 | $ | 450 |
| Income tax benefit | 101 | 91 | 98 | |||
| Total after income taxes | $ | 384 | $ | 335 | $ | 353 |
| Per ordinary share - diluted | $ | 0.99 | $ | 0.84 | $ | 0.89 |
Consolidated Financial Results
| (In millions except for per share data) | 2025 | Change<br><br>from 2024 | 2024 | Change<br><br>from 2023 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 27,448 | 10 | % | $ | 24,878 | 7 | % | $ | 23,196 | |||
| Gross profit | 10,317 | 9 | % | 9,503 | 13 | % | 8,434 | ||||||
| Percent of net sales | 37.6 | % | 38.2 | % | 36.4 | % | |||||||
| Income before income taxes | 4,932 | 8 | % | 4,566 | 19 | % | 3,827 | ||||||
| Net income | 4,090 | 8 | % | 3,798 | 18 | % | 3,223 | ||||||
| Less net income for noncontrolling interests | (3) | (4) | (5) | ||||||||||
| Net income attributable to Eaton ordinary shareholders | 4,087 | 8 | % | 3,794 | 18 | % | 3,218 | ||||||
| Excluding acquisition and divestiture charges, after-tax | 145 | 26 | 39 | ||||||||||
| Excluding restructuring program charges, after-tax | 103 | 160 | 46 | ||||||||||
| Excluding intangible asset amortization expense, after-tax | 384 | 335 | 353 | ||||||||||
| Adjusted earnings | $ | 4,720 | 9 | % | $ | 4,314 | 18 | % | $ | 3,657 | |||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 10.45 | 10 | % | $ | 9.50 | 18 | % | $ | 8.02 | |||
| Excluding per share impact of acquisition and divestiture charges, after-tax | 0.37 | 0.06 | 0.10 | ||||||||||
| Excluding per share impact of restructuring program charges, after-tax | 0.26 | 0.40 | 0.11 | ||||||||||
| Excluding per share impact of intangible asset amortization expense, after-tax | 0.99 | 0.84 | 0.89 | ||||||||||
| Adjusted earnings per ordinary share | $ | 12.07 | 12 | % | $ | 10.80 | 18 | % | $ | 9.12 |
Net Sales
| Changes in Net sales: | 2025 | 2024 | ||
|---|---|---|---|---|
| Organic growth | 8 | % | 8 | % |
| Acquisitions of businesses | 2 | % | — | % |
| Foreign currency | — | % | (1) | % |
| Total increase in Net sales | 10 | % | 7 | % |
2025: Organic sales increased 8% in 2025 due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in machine OEM and residential end-markets in the Electrical Global business segment, and broad-based strength across all markets in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas and Electrical Global business segments, weakness in the North American truck and light vehicle markets in the Vehicle business segment, and weakness in the North American region in the eMobility business segment.
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2024: Organic sales increased 8% in 2024 due to strength in commercial & institutional end-markets in the Electrical Americas business segment, strength in utility end-markets in the Electrical Global business segment, strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in commercial OEM, commercial aftermarket, and military OEM in the Aerospace business segment, and strength in the European region in the eMobility business segment, partially offset by weakness in residential end-markets in the Electrical Americas and Electrical Global business segments and weakness in the North American and European regions in the Vehicle business segment.
Additionally, during 2024, certain facilities in the Electrical Americas business segment were impacted by Hurricane Helene, and the Aerospace business segment was impacted by industry related labor strikes. These events had a negative impact on Net sales in 2024 of $128 million.
Gross Profit
2025: Gross profit margin decreased from 38.2% in 2024 to 37.6% in 2025. Material factors affecting this decrease were a 280 basis point decline from higher commodity and wage inflation and a 50 basis point decline from higher acquisition and divestiture charges, partially offset by a 260 basis point increase from higher sales.
2024: Gross profit margin increased from 36.4% in 2023 to 38.2% in 2024. Material factors affecting this increase were a 290 basis point increase from higher sales and a 90 basis point increase from operating efficiencies, partially offset by a 100 basis point decline from higher commodity and wage inflation and a 70 basis point decline from higher costs to support growth initiatives.
Income Taxes
During 2025, income tax expense of $841 million was recognized (an effective tax rate of 17.1%) compared to income tax expense of $768 million in 2024 (an effective tax rate of 16.8%) and income tax expense of $604 million in 2023 (an effective tax rate of 15.8%). The increase in the effective tax rate from 16.8% in 2024 to 17.1% in 2025 was primarily due to greater levels of income earned in higher tax jurisdictions. The increase in the effective tax rate from 15.8% in 2023 to 16.8% in 2024 was due to greater levels of income earned in higher tax jurisdictions, partially offset by a larger impact from the excess tax benefits recognized for employee share-based payments and the reduction of valuation allowances on foreign tax attributes.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law in the United States. The OBBBA extends and modifies certain provisions of the 2017 Tax Cuts and Jobs Act and has multiple effective dates, with some provisions beginning in 2025. The OBBBA did not have a material impact on the Company’s consolidated financial statements in 2025. The Company will continue to assess the impact of OBBBA and does not expect the OBBBA to have a material impact on its effective tax rate in future periods.
Net Income
Changes in Net income attributable to Eaton ordinary shareholders and Net income per share attributable to Eaton ordinary shareholders - diluted are summarized as follows:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions except for per share data) | Dollars | Per share | Dollars | Per share | ||||
| Prior year | $ | 3,794 | $ | 9.50 | $ | 3,218 | $ | 8.02 |
| Business segment results of operations | ||||||||
| Operational performance | 601 | 1.55 | 730 | 1.82 | ||||
| Foreign currency | 22 | 0.06 | (7) | (0.02) | ||||
| Corporate | ||||||||
| Intangible asset amortization expense | (50) | (0.16) | 18 | 0.05 | ||||
| Restructuring program charges | 57 | 0.14 | (114) | (0.29) | ||||
| Acquisition and divestiture charges | (119) | (0.31) | 13 | 0.04 | ||||
| Other corporate items | (207) | (0.52) | (21) | (0.05) | ||||
| Tax rate impact | (11) | (0.03) | (45) | (0.11) | ||||
| Impact of shares | 0.22 | 0.04 | ||||||
| Current year | $ | 4,087 | $ | 10.45 | $ | 3,794 | $ | 9.50 |
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Business Segment Results of Operations
The following is a discussion of Net sales, operating profit (loss) and operating margin by business segment. Additionally, the Company uses the following metrics as indicators of customer demand and future revenue expectations in the Electrical Americas, Electrical Global, and Aerospace business segments. The Company believes these metrics are useful to investors for the same reasons.
•Backlog: Includes orders to which customers are firmly committed
•Organic change in backlog: Percentage change in backlog, excluding (1) the impact of foreign currency, (2) divestitures, and (3) firm orders in place prior to closing of business acquisitions
•Organic change in customer orders: Percentage change in firm customer orders on a trailing twelve month basis, excluding (1) the impact of foreign currency, (2) divestitures, and (3) firm orders in place prior to closing of business acquisitions
•Book-to-bill: Average of the ratio of firm customer orders to Net sales for the last four quarters
Electrical Americas
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2023 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 13,276 | 16 | % | $ | 11,436 | 13 | % | $ | 10,098 | |||
| Operating profit | $ | 3,972 | 15 | % | $ | 3,455 | 29 | % | $ | 2,675 | |||
| Operating margin | 29.9 | % | 30.2 | % | 26.5 | % | |||||||
| Changes in Net sales: | 2025 | 2024 | |||||||||||
| Organic growth | 12 | % | 13 | % | |||||||||
| Acquisitions of businesses | 4 | % | — | % | |||||||||
| Total increase in Net sales | 16 | % | 13 | % | |||||||||
| Change from December 31 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Performance metrics: | December 31, 2025 | December 31, 2024 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||
| Backlog | $ | 13,246 | $ | 10,141 | 31 | % | 28 | % | |||||
| Organic change in backlog | 19 | % | 29 | % | |||||||||
| Organic change in customer orders | 16 | % | 16 | % | |||||||||
| Book-to-bill | 1.2 | 1.2 |
The increase in organic sales in 2025 was due to strength in data center end-markets, partially offset by weakness in industrial end-markets. The increase in organic sales in 2024 was due to strength in data center and commercial & institutional end-markets, partially offset by weakness in residential end-markets.
The operating margin decreased from 30.2% in 2024 to 29.9% in 2025. Material factors affecting this decrease were a 380 basis point decline from higher commodity and wage inflation and a 70 basis point decline from higher costs to support growth initiatives, partially offset by a 380 basis point increase from higher sales. The operating margin increased from 26.5% in 2023 to 30.2% in 2024. Material factors affecting this increase were a 560 basis point increase from higher sales and a 150 basis point increase from operating efficiencies, partially offset by a 190 basis point decline from higher costs to support growth initiatives and a 130 basis point decline from higher commodity and wage inflation.
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Electrical Global
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2023 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 6,815 | 9 | % | $ | 6,248 | 3 | % | $ | 6,084 | |||
| Operating profit | $ | 1,323 | 15 | % | $ | 1,149 | (2) | % | $ | 1,176 | |||
| Operating margin | 19.4 | % | 18.4 | % | 19.3 | % | |||||||
| Changes in Net sales: | 2025 | 2024 | |||||||||||
| Organic growth | 7 | % | 4 | % | |||||||||
| Foreign currency | 2 | % | (1) | % | |||||||||
| Total increase in Net sales | 9 | % | 3 | % | |||||||||
| Change from December 31 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Performance metrics: | December 31, 2025 | December 31, 2024 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||
| Backlog | $ | 2,034 | $ | 1,704 | 19 | % | 12 | % | |||||
| Organic change in backlog | 13 | % | 16 | % | |||||||||
| Organic change in customer orders | 6 | % | 4 | % | |||||||||
| Book-to-bill | 1.0 | 1.1 |
The increase in organic sales in 2025 was due to strength in data center, machine OEM, and residential end-markets, partially offset by weakness in industrial end-markets. Additionally, the increase in organic sales in 2025 was due to strength in the Asia Pacific and European regions and in the Global Energy Infrastructure Solutions (GEIS) business. The increase in organic sales in 2024 was due to strength in data center and utility end-markets, partially offset by weakness in residential end-markets. Additionally, the increase in organic sales in 2024 was due to strength in the Asia Pacific and European regions.
The operating margin increased from 18.4% in 2024 to 19.4% in 2025. Material factors affecting this increase were a 270 basis point increase from higher sales, partially offset by a 230 basis point decline from higher commodity and wage inflation. The operating margin decreased from 19.3% in 2023 to 18.4% in 2024. Material factors affecting this decrease were a 150 basis point decline from higher wage inflation, a 70 basis point decline from the sale of a non-production facility in the third quarter of 2023, a 60 basis point decline from higher support costs, and a 50 basis point decline from unfavorable product mix, partially offset by a 140 basis point increase from operating efficiencies and a 90 basis point increase from higher sales.
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Aerospace
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2023 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 4,249 | 13 | % | $ | 3,744 | 10 | % | $ | 3,413 | |||
| Operating profit | $ | 1,013 | 18 | % | $ | 859 | 10 | % | $ | 780 | |||
| Operating margin | 23.9 | % | 23.0 | % | 22.9 | % | |||||||
| Changes in Net sales: | 2025 | 2024 | |||||||||||
| Organic growth | 12 | % | 10 | % | |||||||||
| Foreign currency | 1 | % | — | % | |||||||||
| Total increase in Net sales | 13 | % | 10 | % | |||||||||
| Change from December 31 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Performance metrics: | December 31, 2025 | December 31, 2024 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||
| Backlog | $ | 4,316 | $ | 3,721 | 16 | % | 15 | % | |||||
| Organic change in backlog | 13 | % | 16 | % | |||||||||
| Organic change in customer orders | 11 | % | 10 | % | |||||||||
| Book-to-bill | 1.1 | 1.1 |
The increase in organic sales in 2025 was due to broad-based strength across all markets, with particular strength in military aftermarket. The increase in organic sales in 2024 was due to strength in commercial OEM, commercial aftermarket, and military OEM.
The operating margin increased from 23.0% in 2024 to 23.9% in 2025. Material factors affecting this increase were a 540 basis point increase from higher sales, partially offset by a 260 basis point decline from higher commodity and wage inflation, a 70 basis point decline from operating inefficiencies, a 60 basis point decline from higher costs to support growth initiatives, and a 60 basis point decline from the sale of a production facility in the first quarter of 2024. The operating margin increased from 22.9% in 2023 to 23.0% in 2024. Material factors affecting the operating margin were a 470 basis point increase from higher sales and a 70 basis point increase from the sale of a production facility in the first quarter of 2024, partially offset by a 280 basis point decline from higher commodity and wage inflation, a 180 basis point decline from higher costs to support growth initiatives, and a 70 basis point decline from unfavorable product mix.
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Vehicle
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2023 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 2,505 | (10) | % | $ | 2,790 | (6) | % | $ | 2,965 | |||
| Operating profit | $ | 419 | (17) | % | $ | 502 | 4 | % | $ | 482 | |||
| Operating margin | 16.7 | % | 18.0 | % | 16.3 | % | |||||||
| Changes in Net sales: | 2025 | 2024 | |||||||||||
| Organic growth | (10) | % | (5) | % | |||||||||
| Foreign currency | — | % | (1) | % | |||||||||
| Total decrease in Net sales | (10) | % | (6) | % |
The decrease in organic sales in 2025 was due to weakness in the North American truck and light vehicle markets. The decrease in organic sales in 2024 was due to weakness in the North American and European regions, partially offset by strength in the South American region.
The operating margin decreased from 18.0% in 2024 to 16.7% in 2025. Material factors affecting this decrease were a 250 basis point decline from higher commodity and wage inflation and a 60 basis point decline from lower sales, partially offset by a 190 basis point increase from operating efficiencies. The operating margin increased from 16.3% in 2023 to 18.0% in 2024. Material factors affecting this increase were a 190 basis point increase from operating efficiencies and a 60 basis point increase from the sale of a non-production facility in the second quarter of 2024, partially offset by a 70 basis point decrease from lower income from investments in associate companies.
eMobility
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2023 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 604 | (9) | % | $ | 662 | 4 | % | $ | 636 | |||
| Operating loss | $ | (14) | (100) | % | $ | (7) | 67 | % | $ | (21) | |||
| Operating margin | (2.3) | % | (1.0) | % | (3.2) | % | |||||||
| Changes in Net sales: | 2025 | 2024 | |||||||||||
| Organic growth | (10) | % | 4 | % | |||||||||
| Foreign currency | 1 | % | — | % | |||||||||
| Total increase (decrease) in Net sales | (9) | % | 4 | % |
The decrease in organic sales in 2025 was due to weakness in the North American region. Despite OEM delays in electric vehicle rollouts due to weaker than expected customer demand, organic sales increased in 2024 due to strength in the European region, partially offset by weakness in the North American region.
The operating margin decreased from negative 1.0% in 2024 to negative 2.3% in 2025. Material factors affecting this decrease were a 270 basis point decline from unfavorable product mix, a 240 basis point decline from higher commodity inflation, and a 240 basis point decline from the sale of non-production facilities in the second quarter of 2024, partially offset by a 360 basis point increase from the reimbursement of research and development and support costs by a customer and a 290 basis point increase from operating efficiencies. The operating margin increased from negative 3.2% in 2023 to negative 1.0% in 2024. Material factors affecting this increase were a 510 basis point increase from operating efficiencies, a 350 basis point increase from higher sales, and a 220 basis point increase from the sale of non-production facilities in the second quarter of 2024, partially offset by a 320 basis point decline from higher costs to support growth initiatives, a 300 basis point decline from unfavorable product mix, and a 220 basis point decline from higher commodity and wage inflation.
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Corporate Expense
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2023 | 2023 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Intangible asset amortization expense | $ | 486 | 14 | % | $ | 425 | (6) | % | $ | 450 |
| Interest expense - net | 241 | 85 | % | 130 | (14) | % | 151 | |||
| Pension and other postretirement benefits income | (19) | (53) | % | (40) | (13) | % | (46) | |||
| Restructuring program charges | 133 | (34) | % | 202 | 254 | % | 57 | |||
| Other expense - net | 941 | 39 | % | 675 | 3 | % | 654 | |||
| Total corporate expense | $ | 1,782 | 28 | % | $ | 1,392 | 10 | % | $ | 1,266 |
The material factors affecting the increase in Total corporate expense in 2025 were higher Other expense - net, Interest expense - net, and Intangible asset amortization expense, partially offset by lower Restructuring program charges. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs and tax litigation charges. The material factor affecting the increase in Total corporate expense in 2024 was higher Restructuring program charges.
LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
Liquidity and Financial Condition
Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk.
On May 9, 2025, a subsidiary of Eaton issued Euro denominated notes (2025 Euro Notes) with a face amount of €500 million ($564 million). The 2025 Euro Notes mature in 2035 with interest payable annually at a rate of 3.625% per annum. The issuer received proceeds totaling €494 million ($558 million) from the 2025 Euro Notes issuance, net of financing costs and discounts. The 2025 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Euro Notes contain customary optional redemption and par call provisions. The 2025 Euro Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Euro Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Euro Notes. The 2025 Euro Notes are subject to customary non-financial covenants.
Also on May 9, 2025, the same subsidiary of Eaton issued senior notes (2025 Notes) with a face amount of $500 million. The 2025 Notes mature in 2030 with interest payable semi-annually at a rate of 4.45% per annum. The issuer received proceeds totaling $495 million from the 2025 Notes issuance, net of financing costs and discounts. The 2025 Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Notes contain customary optional redemption and par call provisions. The 2025 Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Notes. The 2025 Notes are subject to customary non-financial covenants.
On September 29, 2025, a subsidiary of Eaton entered into a new $3,000 million five-year revolving credit agreement that will expire on September 27, 2030 (New Revolving Credit Agreement), which replaced the $500 million 364-day revolving credit agreement dated September 30, 2024 and $2,500 million five-year revolving credit agreement dated October 3, 2022. The New Revolving Credit Agreement is used to support commercial paper borrowings and is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under the New Revolving Credit Agreement at December 31, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which none was outstanding on December 31, 2025. On February 6, 2026, a subsidiary of Eaton exercised a $1,000 million upsize of the existing $3,000 million five-year revolving credit agreement, increasing the total facility size to $4,000 million. The upsize was executed under the New Revolving Credit Agreement, and the facility’s maturity date remains unchanged at September 27, 2030. Also on February 6, 2026, the Company increased its commercial paper program from $3,000 million to $4,000 million.
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On February 6, 2026, a subsidiary of Eaton entered into a senior unsecured delayed-draw term loan facility (Term Credit Agreement) in an aggregate principal amount of up to $8,000 million. The proceeds of the Term Credit Agreement, if drawn, will be used solely by the Company to finance a portion of the expected acquisition of Boyd Thermal. The Term Credit Agreement will mature and be payable in full on December 31, 2026 unless the Term Credit Agreement is terminated earlier pursuant to its terms. The Term Credit Agreement is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. The Company has not drawn on the Term Credit Agreement.
In addition to the revolving credit facility, the Company also had available lines of credit of $872 million from various banks primarily for the issuance of letters of credit, of which there was $350 million outstanding at December 31, 2025.
Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of December 31, 2025 and 2024, Eaton had cash of $622 million and $555 million, short-term investments of $181 million and $1,525 million, respectively, with $1 million short-term debt as of December 31, 2025 and no short-term debt as of December 31, 2024. Eaton has investment grade credit ratings from the two major rating agencies as reflected in the following ratings assigned to its debt:
| Credit Rating Agency (long- /short-term rating) | Rating | Outlook |
|---|---|---|
| Standard & Poor's | A-/A-2 | Stable outlook |
| Moody's | A3/P-2 | Stable outlook |
Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under the existing revolving credit facility, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt, for at least the next 12 months and the foreseeable future thereafter.
On April 1, 2025, the Company paid $1.43 billion, net of cash acquired, to acquire Fibrebond Corporation. On August 6, 2025, the Company acquired Resilient Power Systems Inc. for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration. In addition, on January 23, 2026, the Company paid $1.53 billion, net of cash acquired, to acquire Ultra PCS Limited and the Company expects to close the acquisition of Boyd Thermal in the second quarter of 2026 for $9.5 billion.
For additional information on financing transactions and debt, see Note 9.
Eaton’s credit facilities and indentures governing certain long-term debt contain various covenants, the violation of which would limit or preclude the use of the credit facilities for future borrowings, or might accelerate the maturity of the related outstanding borrowings covered by the indentures. At Eaton’s present credit rating level, the most restrictive financial covenant provides that the ratio of secured debt (or lease payments due under a sale and leaseback transaction) to adjusted consolidated net worth (or consolidated net tangible assets, in each case as defined in the relevant credit agreement or indenture) may not exceed 10%. Eaton's actual ratios are substantially below the required threshold. In addition, Eaton is in compliance with each of its debt covenants for all periods presented.
Cash Flows
A summary of cash flows is as follows:
| (In millions) | 2025 | Change <br>from 2024 | 2024 | Change <br>from 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 4,472 | $ | 145 | $ | 4,327 | $ | 703 | $ | 3,624 |
| Net cash used in investing activities | (1,101) | (830) | (271) | 2,304 | (2,575) | |||||
| Net cash used in financing activities | (3,173) | 763 | (3,936) | (3,065) | (871) | |||||
| Effect of currency on cash | (131) | (79) | (52) | (68) | 16 | |||||
| Total increase in cash | $ | 67 | $ | 67 | $ | 194 |
Operating Cash Flow
Net cash provided by operating activities increased by $145 million in 2025 compared to 2024. The material factor affecting this increase was higher net income of $292 million.
Net cash provided by operating activities increased by $703 million in 2024 compared to 2023. The material factor affecting this increase was higher net income of $575 million.
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Investing Cash Flow
Net cash used in investing activities increased by $830 million in 2025 compared to 2024. Material factors affecting this increase were an increase in cash paid for business acquisitions to $1,490 million in 2025 from $50 million in 2024, and an increase in capital expenditures for property, plant and equipment to $919 million in 2025 from $808 million in 2024, partially offset by sales of short-term investments to $1,339 million in 2025 from $575 million in 2024.
Net cash used in investing activities decreased by $2,304 million in 2024 compared to 2023. Material factors affecting this decrease were sales of short-term investments of $575 million in 2024 compared to purchases of short-term investments of $1,861 million in 2023, partially offset by payments for settlement of currency exchange contracts not designated as hedges of $3 million in 2024 compared to proceeds from settlement of currency exchange contracts not designated as hedges of $92 million in 2023.
Financing Cash Flow
Net cash used in financing activities decreased by $763 million in 2025 compared to 2024. Material factors affecting this decrease were a decrease in repurchase of shares to $1,862 million in 2025 from $2,492 million in 2024, and a decrease in payments on borrowings to $717 million in 2025 from $1,015 million in 2024, partially offset by an increase in cash dividends paid to $1,626 million in 2025 from $1,500 million in 2024.
Net cash used in financing activities increased by $3,065 million in 2024 compared to 2023. Material factors affecting this increase were an increase in repurchase of shares to $2,492 million in 2024 compared to no repurchase of shares in 2023, and an increase in payments on borrowings to $1,015 million in 2024 from $19 million in 2023, partially offset by a decrease in net payments of short-term debt to $8 million in 2024 from $311 million in 2023, and an increase in proceeds from borrowings to $1,084 million in 2024 from $818 million in 2023.
Uses of Cash
Purchases of Goods and Services
The Company purchases goods and services in the normal course of business based on expected usage. For certain purchases, the Company enters into purchase obligations with various vendors, which include short-term and long-term commitments for purchases of raw materials, outstanding non-cancelable purchase orders, releases under blanket purchase orders, and commitments under ongoing service arrangements. As of December 31, 2025, the Company has purchase obligations to support the operation of its business similar to those included in historical cash flow trends.
Capital Expenditures
Capital expenditures were $919 million, $808 million, and $757 million in 2025, 2024, and 2023, respectively. The Company plans to increase capital expenditures over the next several years to expand production capacity across various markets to support anticipated growth. As a result, Eaton expects approximately $1.1 billion in capital expenditures in 2026.
Dividends
Cash dividend payments were $1,626 million, $1,500 million, and $1,379 million in 2025, 2024, and 2023, respectively. On February 26, 2026, Eaton's Board of Directors declared a quarterly dividend of $1.10 per ordinary share, a 6% increase over the dividend paid in the fourth quarter of 2025. The dividend is payable on March 27, 2026 to shareholders of record on March 10, 2026. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2026.
Share Repurchases
On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During 2025 and 2024, 5.7 million and 7.8 million ordinary shares were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $1.9 billion and $2.5 billion, respectively. During 2023, no ordinary shares were repurchased. At December 31, 2025, there is $7,597 million still available for share repurchase under the 2025 Program. The Company does not intend to pursue share repurchases in 2026 due to the expected acquisition of Boyd Thermal in the second quarter of 2026.
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Acquisition of Businesses and Investments in Associate Companies
The Company paid cash of $1,490 million and $50 million in 2025 and 2024, respectively, to acquire businesses. There were no business acquisitions in 2023. The Company paid cash of $16 million, $70 million, and $68 million in 2025, 2024, and 2023, respectively, for investments in associate companies. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies.
Debt
The Company manages a number of short-term and long-term debt instruments, including commercial paper. At December 31, 2025, the Company had Short-term debt of $1 million, Current portion of long-term debt of $1,136 million, and Long-term debt of $8,758 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt. For additional information on financing transactions and debt see Note 9.
Leases
See Note 8 for maturities of lease liabilities.
Unrecognized Income Tax Benefits
At December 31, 2025, the gross unrecognized income tax benefits totaled $1,300 million and interest and penalties were $218 million. Eaton cannot predict with reasonable certainty the timing of cash settlements with the respective taxing authorities. For additional information about income taxes see Note 12.
Defined Benefits Plans
Pension Plans
During 2025, the fair value of plan assets in the Company’s employee pension plans increased $198 million to $4,191 million at December 31, 2025. The increase in plan assets was primarily due to higher than expected return on plan assets, contributions, and the impact of positive currency translation. At December 31, 2025, the net unfunded position of $497 million in pension liabilities consisted of $587 million in plans that have no funding requirements and $166 million in plans that require funding, offset by $256 million in plans that are overfunded.
Funding requirements are a major consideration in making contributions to Eaton’s pension plans. With respect to the Company’s pension plans worldwide, the Company intends to contribute annually not less than the minimum required by applicable law and regulations. In 2025, $124 million was contributed to the pension plans. The Company anticipates making $98 million of contributions to certain pension plans during 2026. The funded status of the Company’s pension plans at the end of 2026, and future contributions, will depend primarily on the actual return on assets during the year and the discount rate used to calculate certain benefits at the end of the year. For additional information about pension plans see Note 10.
Supply Chain Finance Program
A third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. The SCF program does not have a significant impact on the Company’s liquidity as payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. For additional information on the SCF program, see Note 7.
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Guaranteed Debt
Issuers, Guarantors and Guarantor Structure
Eaton Corporation has issued senior notes pursuant to indentures dated April 1, 1994 (the 1994 Indenture), November 20, 2012 (the 2012 Indenture), September 15, 2017 (the 2017 Indenture), and August 23, 2022 (as supplemented by the First and Second Supplemental Indentures of the same date and the Third Supplemental Indenture dated May 18, 2023, the 2022 Indenture). Eaton Capital Unlimited Company, a subsidiary of Eaton, is the issuer of four outstanding series of debt securities sold in offshore transactions under Regulation S promulgated under the Securities Act (the Eurobonds) and Registered Senior Notes (as defined below) issued under an indenture dated May 9, 2025 (as supplemented by the First and Second Supplemental Indentures of the same date, the 2025 Indenture). The senior notes issued under the 1994, 2012, 2017, 2022, and 2025 Indentures are registered under the Securities Act of 1933, as amended (the Registered Senior Notes). The Eurobonds and the Registered Senior Notes (together, the Senior Notes) comprise substantially all of Eaton’s long-term indebtedness.
Substantially all of the Senior Notes (with limited exceptions), together with the credit facilities described above under Liquidity and Financial Condition (the Credit Facilities), are guaranteed by Eaton and 17 of its subsidiaries. Accordingly, they rank equally with each other. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Eaton and its subsidiaries. As of December 31, 2025, Eaton has no material, long-term secured debt. The guaranteed Registered Senior Notes are also structurally subordinated to the liabilities of Eaton's subsidiaries that are not guarantors. Except as described below under Future Guarantors, Eaton is not obligated to cause its subsidiaries to guarantee the Registered Senior Notes.
The table set forth in Exhibit 22 filed with the Form 10-Q filed on August 5, 2025 (10-Q Exhibit 22) and incorporated by reference in this Annual Report on Form 10-K details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.
Terms of Guarantees of Registered Securities
Payment of principal and interest on the Registered Senior Notes is guaranteed, on an unsecured, unsubordinated basis by the subsidiaries of Eaton set forth in the table referenced in the 10-Q Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor’s guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.
Though the terms of the indentures vary slightly, generally, each guarantee of the Registered Senior Notes by a guarantor that is a subsidiary of Eaton Corporation provides that it will be automatically and unconditionally released and discharged under certain circumstances, including, but not limited to:
(a)the consummation of certain types of transactions permitted under the applicable indenture, including one that results in such guarantor ceasing to be a subsidiary; and
(b)for Registered Senior Notes issued under the 2022 and 2025 Indentures, when such guarantor is a guarantor or issuer of indebtedness in an aggregate outstanding principal amount of less than 25% of our total outstanding indebtedness.
Further, each guarantee by a direct or indirect parent of Eaton Corporation (other than Eaton) provides that it will also be released if:
(c)such guarantee (so long as the guarantor is not obligated under any other U.S. debt obligations), becomes prohibited by any applicable law, rule or regulation or by any contractual obligation; or
(d)such guarantee results in material adverse tax consequences to Eaton or any of its subsidiaries (so long as the applicable guarantor is not obligated under any other U.S. debt obligation).
The guarantee of Eaton does not contain any release provisions.
Future Guarantors
The 2012 and 2017 Indentures generally provide that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under any series of debt securities or a syndicated credit facility. Further, the 2012 and 2017 Indentures provide that any entity that becomes a direct or indirect parent entity of Eaton Corporation and holds any material assets, with certain limited exceptions, or owes any material liabilities must become a guarantor. The 2022 and 2025 Indentures provide only that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under indebtedness with an aggregate outstanding principal amount in excess of 25% of the Parent and its Subsidiaries’ then-outstanding indebtedness.
The 1994 Indenture does not contain provisions with respect to future guarantors.
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Summarized Financial Information of Guarantors and Issuers
| (In millions) | December 31, 2025 | |
|---|---|---|
| Current assets | $ | 4,075 |
| Noncurrent assets | 13,439 | |
| Current liabilities | 4,598 | |
| Noncurrent liabilities | 10,788 | |
| Amounts due to subsidiaries that are non-issuers and non-guarantors - net | 9,499 | |
| (In millions) | 2025 | |
| Net sales | $ | 16,241 |
| Sales to subsidiaries that are non-issuers and non-guarantors | 967 | |
| Cost of products sold | 11,154 | |
| Expense from subsidiaries that are non-issuers and non-guarantors - net | 943 | |
| Net income | 1,515 |
The financial information presented is that of the issuers and the guarantors, which includes Eaton Corporation plc, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between the issuers and guarantors have been eliminated, and amounts due from, amounts due to, and transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States requires management to make certain estimates and assumptions that may involve the exercise of significant judgment. For any estimate or assumption used, there may be other reasonable estimates or assumptions that could have been used. However, based on facts and circumstances inherent in developing estimates and assumptions, management believes it is unlikely that applying other such estimates and assumptions would have caused materially different amounts to have been reported. Actual results may differ from these estimates.
Revenue Recognition
Sales are recognized when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of the Company’s sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer. Sales recognized over time are generally accounted for using an input measure to determine progress completed at the end of the period. Sales for service contracts generally are recognized as the services are provided. For agreements with multiple performance obligations, judgment is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements, we generally allocate sales price to each distinct obligation based on the price of each item sold in separate transactions.
Due to the nature of the work required to be performed for obligations recognized over time, Eaton estimates total costs by contract. The estimate of total costs are subject to judgment. Estimated amounts are included in the recognized sales price to the extent it is not probable that a significant reversal of cumulative sales will occur. Additionally, contracts can be modified to account for changes in contract specifications, requirements or sale price. The effect of a contract modification on the sales price or adjustments to the measure of completion under the input method are recognized as adjustments to revenue on a cumulative catch-up basis.
Eaton records reductions to sales for returns, and customer and distributor incentives, primarily comprised of rebates, at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. The rebate programs offered vary across businesses due to the numerous markets Eaton serves, but the most common incentives relate to amounts paid or credited to customers for achieving defined volume levels. Returns are estimated at the time of the sale primarily based on historical experience and are recorded gross on the Consolidated Balance Sheets. See Note 3 for additional information.
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Impairment of Goodwill and Indefinite Life Intangible Assets
Goodwill
Goodwill is evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, and is based on the net assets for each reporting unit, including goodwill and intangible assets. The Company’s reporting units are equivalent to the reportable operating segments, except for the Aerospace segment which has two reporting units. Goodwill is assigned to each reporting unit, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis.
Additionally, goodwill is evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Events or circumstances that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit or sustained decrease in share price.
The annual goodwill impairment test was performed using a qualitative analysis in 2025, except for the eMobility reporting unit which used a quantitative analysis in 2025. The annual goodwill impairment test was performed using a quantitative analysis in 2024, except for the Vehicle and eMobility reporting units which used a qualitative analysis in 2024. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative analysis performed for each reporting unit. The results of the qualitative analyses did not indicate a need to perform quantitative analysis.
Quantitative analyses were performed by estimating the fair value of the reporting unit using a discounted cash flow model. The model includes estimates of future cash flows, future growth rates, terminal value amounts, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The future cash flows were based on the Company's long-term operating plan and a terminal value was used to estimate the reporting unit's cash flows beyond the period covered by the operating plan. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of judgments, including judgments about appropriate discount rates, perpetual growth rates, revenue growth, and margin assumptions. Sensitivity analyses were performed around certain of these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values.
Based on these analyses performed in 2025 and 2024, the fair value of Eaton's reporting units continue to substantially exceed their respective carrying amounts and thus, no impairment exists.
Indefinite Life Intangible Assets
Indefinite life intangible assets consist of certain trademarks. They are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis to determine whether their fair values exceed their respective carrying amounts. Indefinite life intangible asset impairment testing for 2025 and 2024 was performed using a quantitative analysis. Determining the fair value of these assets requires significant judgment and the Company uses a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. Sensitivity analyses were performed around certain of these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values.
Additionally, indefinite life intangible assets are evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the asset is impaired. Events or circumstances that may result in an impairment review include changes in industry and market considerations, cost factors, financial performance, and other relevant entity-specific events that could affect inputs used to determine the respective fair values of the indefinite-lived intangible assets.
For 2025 and 2024, the fair value of indefinite lived intangible assets exceeded the respective carrying value.
For additional information about goodwill and other intangible assets see Note 6.
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Acquisitions of Businesses
The acquisition of a business is accounted for using the acquisition method of accounting which requires assets and liabilities to be recognized at their fair values on the acquisition date. The initial fair value of assets acquired and liabilities assumed may be revised based on the final determination of fair value during the measurement period of up to 12 months from the acquisition date. The Company generally determines the fair value of intangible assets acquired using third-party valuations that are prepared using discounted cash flow models that rely on the Company's estimates. These estimates require judgment of future revenue growth rates, future margins, and the applicable weighted-average cost of capital used to discount those estimated cash flows. Sensitivity analyses are performed around certain of these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values. For additional information about the acquisitions of businesses see Note 2.
Recoverability of Deferred Income Tax Assets
Eaton is subject to the income tax laws in the jurisdictions in which it operates. In order to determine the income tax provision for financial statement purposes, Eaton must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and liabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.
Management evaluates the realizability of deferred income tax assets for each jurisdiction in which it operates. If the Company experiences cumulative pre-tax income in a particular jurisdiction in a three-year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments, or changes in tax laws, would lead management to conclude otherwise. However, if the Company experiences cumulative pre-tax losses in a particular jurisdiction in a three-year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, carryback capability under the tax law in a particular country, prudent and feasible tax planning strategies, changes in tax laws, and estimates of future earnings and taxable income using the same assumptions as those used for the Company’s goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance. For additional information about income taxes see Note 12.
Unrecognized Income Tax Benefits
Eaton recognizes an income tax benefit from an uncertain tax position only if it is more likely than not that the benefit would be sustained upon examination by taxing authorities, based on the technical merits of the position. The Company evaluates and adjusts the amount of unrecognized income tax benefits based on changes in law, facts and circumstances.
The evaluation and determination of the amount of unrecognized income tax benefits related to uncertain tax positions is complex and involves both the exercise of judgment and the utilization of certain estimates and assumptions. Each tax position carries unique facts and circumstances that must be evaluated in light of current tax laws, regulations, and judicial decisions. Additionally, the ultimate resolution of the majority of Eaton’s unrecognized income tax benefits is dependent upon uncontrollable factors such as the timing of finalizing resolutions of audit disputes through reaching settlement agreements or concluding litigation, or changes in law.
Pension and Other Postretirement Benefits Plans
The measurement of liabilities related to pension plans and other postretirement benefits plans is based on assumptions related to future events including interest rates, return on plan assets, rate of compensation increases, and health care cost trend rates. Actual plan asset performance will either reduce or increase losses included in accumulated other comprehensive loss, which ultimately affects net income.
The discount rate for United States plans was determined by discounting the expected future benefit payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date and solving for the single rate that would generate the same benefit obligation. Only corporate bonds with a rating of Aa, determined by averaging the ratings by Moody’s, Standard & Poor's, and Fitch, were included. Callable bonds that are not make-whole bonds and certain other non-comparable bonds were eliminated. Finally, a subset of bonds was selected by grouping the universe of bonds by duration and retaining 50% of the bonds that had the highest yields.
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The discount rates for non-United States plans were determined by region and are based on high quality long-term corporate and government bonds. Consideration has been given to the duration of the liabilities in each plan when selecting the bonds to be used in determining the discount rate.
To estimate the service and interest cost components of net periodic benefit cost for the vast majority of its defined benefits pension and other postretirement benefits plans, the Company used a spot rate approach by applying the specific spot rates along the yield curve used to measure the benefit obligation at the beginning of the period to the relevant projected cash flows.
Key assumptions used to calculate pension and other postretirement benefits expense are adjusted at each year-end. A 1-percentage point change in the assumed rate of return on pension plan assets is estimated to have approximately a $46 million effect on pension expense. Likewise, a 1-percentage point change in the discount rate is estimated to have approximately a $15 million effect on pension expense. A 1-percentage point change in the assumed rate of return on other postretirement benefits assets is estimated to have less than $1 million effect on other postretirement benefits expense. A 1-percentage point change in the discount rate is estimated to have a $2 million effect on expense for other postretirement benefits plans.
Additional information related to changes in key assumptions used to recognize expense for other postretirement benefits plans is found in Note 10.
MARKET RISK DISCLOSURE
On a regular basis, Eaton monitors third-party depository institutions that hold its cash and short-term investments, primarily for safety of principal and secondarily for maximizing yield on those funds. The Company diversifies its cash and short-term investments among counterparties to minimize exposure to any one of these entities. Eaton also monitors the creditworthiness of its customers and suppliers to mitigate any adverse impact.
Eaton uses derivative instruments to manage exposure to volatility in raw material costs, currency, and interest rates on certain debt instruments. Derivative financial instruments used by the Company are straightforward and non-leveraged. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions.
Eaton’s ability to access the commercial paper market, and the related cost of these borrowings, is based on the strength of its credit rating and overall market conditions. During 2025, the Company has not experienced any material limitations in its ability to access these sources of liquidity. At December 31, 2025, Eaton had $3,000 million of long-term revolving credit facilities with banks in support of its commercial paper program. There were no borrowings outstanding under these revolving credit facilities.
Interest rate risk can be measured by calculating the short-term earnings impact that would result from adverse changes in interest rates. This exposure results from short-term debt, which includes commercial paper at a floating interest rate, floating rate long-term debt, long-term debt that has been swapped to floating rates, and money market investments that have not been swapped to fixed rates. Based upon the balances of investments and floating rate debt at year end 2025, a 100 basis point increase in short-term interest rates would have decreased the Company’s net, pre-tax interest expense by $8 million.
Eaton also measures interest rate risk by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on Eaton’s best estimate for a hypothetical, 100 basis point increase in interest rates at December 31, 2025, the market value of the Company’s debt, in aggregate, would decrease by $617 million.
The Company is exposed to fluctuations in commodity prices due to volatility in raw material costs and contractual agreements with suppliers. To partially mitigate this exposure, Eaton enters into commodity contracts for certain raw material purchases with the objective of minimizing changes in inventory cost due to market price fluctuations. These commodity contracts are designated for hedge accounting and are generally less than one year in duration. Based on Eaton’s best estimate for a hypothetical 10% fluctuation in commodity prices the gain or loss would be less than $1 million. The sensitivity analysis of the effects of changes in commodity prices assumes the notional value to remain constant for the next 12 months. Any change in the value of the contracts would be offset by an inverse change in the value of the underlying hedged transactions.
The Company is exposed to currency risk associated with translating its functional currency financial statements into its reporting currency, which is the U.S. dollar. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. Eaton also monitors exposure to transactions denominated in currencies other than the functional currency of each country in which the Company operates, and regularly enters into forward contracts to mitigate that exposure. In the aggregate, Eaton’s portfolio of forward contracts related to such transactions was not material to its consolidated financial statements.
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are based upon management’s current expectations, predictions, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the anticipated closing of acquisitions and the successful integration of such acquisitions, the anticipated separation of the Mobility business, anticipated capital deployment, and expected restructuring program charges and benefits. These statements may also discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the Company. These statements are not guarantees of future performance, and actual results may differ materially. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “aim,” “anticipate,” “believe,” “could,” “develop,” “endeavor,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project” “seek,” “should,” “target,” “will,” “would” or other similar words, phrases or expressions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside of our control.
The following factors could cause actual results to differ materially from those in the forward-looking statements: the impact of acquisitions, joint ventures, and investments and the integration of acquired entities; disruptions by natural disasters, labor strikes, wars, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns that impact our production facilities; significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers; reliance on suppliers to provide raw materials, components and services; the development and use of artificial intelligence in our business operations, including potential impacts on compliance with law and our reputation; service interruptions, data corruption, loss or impairment, network security and related operational impacts due to cybersecurity attacks; weather disruptions and regulatory, market and social reactions to such disruptions; our ability to identify, attract, develop, engage and retain qualified employees; our ability to complete the anticipated spin-off of our Mobility segment and difficulties and costs in connection therewith; stock price and end market impacts due to technology disruptions; volatility of end markets; continued successful research, development and marketing of new or improved products; geopolitical, economic or other risks arising from worldwide or regional economic conditions; the global nature of Eaton’s business and exposure to economic and political instability, including war or armed conflict, changes in governmental laws, regulations and policies; changes in countries’ trade policies, including the imposition of sanctions or tariffs; changes in our tax rates or tax laws and regulations applicable to our business; rules, regulations, audits and investigations and related compliance risks associated with being a governmental contractor; our ability to protect our intellectual property; litigation and environmental regulations impacting our business; and the other risk factors discussed in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by the Company with the SEC. We disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.
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Document
Exhibit 10(ee)
FORM OF RESTRICTED SHARE UNIT GRANT
RESTRICTED SHARE UNIT AGREEMENT
UNDER THE 2020 STOCK PLAN
Grant Date:
Name:
Number and Type of Restricted Share Units: RSU
Award of Restricted Share Units under the
Eaton Corporation plc 2020 Stock Plan
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) at Eaton House, 30 Pembroke Road, Dublin 4, Leinster, D04 Y0C2, Ireland has granted you an award (the “Award”) of restricted share units (the “Restricted Units”) effective as of XX/XX/20XX (the “Grant Date”) under the terms and conditions of the Company’s 2020 Stock Plan, as may be amended or amended and restated from time to time (the “Plan”). Capitalized terms used without definition in this Restricted Share Unit Agreement (this “Agreement”) shall have the meanings given to such terms in the Plan. The number of Restricted Units subject to the Award is set out above. Information concerning the Award is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third-Party Administrator”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third-Party Administrator, and by accepting the Award, you acknowledge and agree to the terms and conditions set forth herein (including on Appendix A) and in the Plan.
1. Grant.
(a)The Restricted Units shall vest contingent on your Continuous Service as provided herein. Each Restricted Unit is equivalent in value to the market value of one (1) ordinary share, nominal value US$0.01 per share, of the Company (an “Ordinary Share”).
(b)Except as otherwise provided in the Plan or in Section 2(b) or 12(c) of this Agreement, any unvested Restricted Units shall be forfeited and immediately cancelled if your Continuous Service is terminated under any circumstances whatsoever prior to the applicable vesting date(s), including, without limitation, dismissal, resignation, divestiture of operations, disability or retirement. Subject to the terms and conditions of this Agreement, the Restricted Units shall vest according to the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator. If any Restricted Units are forfeited for any reason, you understand that you will not be entitled to any payment of cash or Ordinary Shares in respect of any Restricted Units so forfeited. Notwithstanding anything in the Plan to the contrary, the Management Compensation Committee of the Company (the “Management Committee”) reserves the right to decide to what
extent your leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of your Continuous Service for purposes of this Agreement.
2. Vesting and Settlement.
(a)The Restricted Units will vest subject to and conditioned upon your Continuous Service through each applicable vesting date as published on the Company’s records at the Eaton Service Center maintained by the Third-Party Administrator. The Restricted Units that vest in accordance with the terms of this Agreement shall be settled by the delivery to you of an equal number of Ordinary Shares within ten (10) days following the applicable vesting date(s), together with cash dividend equivalents as provided in Section 6 of this Agreement.
(b)Notwithstanding Section 2(a) above and subject to Section 409A of the Code, the Committee or its delegate, may, in its sole discretion, waive the requirement of Continuous Service in whole or in part in the event of your termination of Continuous Service for any reason prior to the applicable vesting date(s) (which may include, for example, such a discretionary waiver by the Committee in connection with an approved retirement).
3.Nominal Value. To the extent that Ordinary Shares issued upon settlement of the Restricted Units are newly issued Ordinary Shares, you hereby authorize the Company or any
Subsidiary to withhold from you via payroll deduction an amount equal to the nominal value, being US$0.01 per share, of such number of newly issued Ordinary Shares, or if such deduction is not made, you will pay or make arrangements with the Company for payment of such amount.
4.Transferability. The Restricted Units and any Ordinary Shares to be delivered with respect to the Restricted Units shall be non-transferable until such time as the Ordinary Shares are delivered to you hereunder. You agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Units or Ordinary Shares prior to the date on which Ordinary Shares are delivered to you. Notwithstanding the foregoing provisions of this Section 4, you are permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Units will be transferred in the event of your death. The process for designating such beneficiaries is available through the Eaton Service Center maintained by the Third-Party Administrator.
5.Reorganizations, etc. The number of Restricted Units and class of shares subject to this Award are subject to adjustment as provided in Section 16 of the Plan.
6.Dividend Equivalents and Voting Rights. You acknowledge that there are no voting or dividend rights associated with the Restricted Units such as those available to holders of Ordinary Shares. However, from and after the Grant Date and until the time when the Ordinary Shares underlying the vested Restricted Units (if any) are delivered to you in accordance with this Agreement, on each date that the Company pays a cash dividend to holders of its Ordinary Shares generally, the Company will credit to your account hereunder the right to receive a cash dividend equivalent amount equal to the product of (a) the dollar amount of the cash dividend paid per Ordinary Share on such date, multiplied by (b) the total number of unsettled Restricted Units credited
to your account under this Agreement as of such date. Subject to and conditioned upon the vesting of the underlying Restricted Units, the aggregate amount of vested dividend equivalents credited to your account hereunder shall be paid to you in cash (without interest), at the same time(s) that the Ordinary Shares underlying any vested Restricted Units are delivered to you, and your right to receive any such dividend equivalents shall be automatically and correspondingly forfeited to the extent that the underlying Restricted Units are forfeited pursuant to the terms of this Agreement and the Plan.
7.Tax Withholdings.
(a)You are responsible for all taxes and social insurance contributions owed by you in connection with any aspect of the grant of the Restricted Units, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Restricted Units. The Company and your employer (the “Employer”) do not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant, vesting or payment of the Restricted Units or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Restricted Units to reduce or eliminate your tax liability.
(b)Prior to any event in connection with the Restricted Units that the Company or the Employer determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “Tax Withholding Obligation”), you are required to arrange for the satisfaction of the amount of such Tax Withholding
Obligation in a manner acceptable to the Company and/or the Employer. Your acceptance of this Agreement constitutes your instruction and authorization to the Company and/or the Employer to withhold on your behalf the number of Ordinary Shares from those Ordinary Shares issuable to you at the time when the Restricted Units become vested or payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of vesting or payment, as applicable, as determined by the Company. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate except as otherwise approved by the Company not to exceed the maximum statutory tax rate. Should the Company or the affiliate withhold an amount in excess of your actual Tax Withholding Obligation, the Company and/or the Employer will refund the excess, in cash, within a reasonable period and without any interest. You agree (i) to pay the Company and/or the Employer any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by Applicable Laws, for the Company and/or the Employer to deduct cash from your regular salary payroll to cover such additional amounts. If you fail to comply with your obligations in connection with the Tax Withholding Obligation as described in this Section 7(b), the Company may refuse to deliver the Ordinary Shares to you pursuant to this Agreement.
8.No Rights to Continued Employment. You acknowledge that this Award does not in any way entitle you to continued employment with the Company or any of its subsidiaries for any period and does not limit or restrict any right the Company or any of its subsidiaries may have to terminate your employment. Furthermore, the Restricted Units and your participation in the Plan will
not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate.
9.Non-Competition. To the extent permitted under Applicable Laws, you expressly acknowledge and agree that in the event that your Continuous Service terminates voluntarily or involuntarily for any reason, with or without Cause, and within twelve (12) months after the settlement of all or any portion of the Restricted Units, you enter into any activity as an employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Committee, is in competition with the Company or a subsidiary, the amount of the total fair market value of the Ordinary Shares delivered to you upon settlement of such Restricted Units plus any dividend equivalents paid to you shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by you is not inimical to the best interests of the Company or its subsidiaries.
Additionally, if the Management Committee (in its sole discretion) determines that you have engaged in competition with the Company or a subsidiary at any time prior to settlement of all or any portion of the Restricted Units (regardless of whether your Continuous Service has terminated), the Management Committee has the right to cancel any unvested Restricted Units (or your right to receive Ordinary Shares with respect to vested Restricted Units, if applicable), in which case you will not be entitled to any payment of cash or Ordinary Shares or dividend equivalents in respect of such Restricted Units. This Section 9 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the payment of the Restricted Units pursuant to this Agreement. Notwithstanding anything herein to the contrary, if you reside in California, this Section 9 shall not apply to you.
10.Non-Solicitation. To the extent permitted under Applicable Laws, you agree that during your Continuous Service and for a period of twelve (12) months from the voluntary or involuntary termination of your Continuous Service for any reason, with or without Cause, you will not, (a) either on your own behalf or for any competing business, directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from, any customers with whom you had material business contact during the last five (5) years of your Continuous Service, or about whom you have any trade secret information, for the purposes of providing products or services that are the same as or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage current employees of the Company or any of its subsidiaries or employees who have terminated their employment with the Company or any of its subsidiaries or who have been terminated by the Company or any of its subsidiaries within six (6) months of the solicitation, recruitment, or encouragement to terminate employment with the Company or any of its subsidiaries and/or to work in any manner for you or any entity affiliated with you. If in the sole judgement of the Management Committee, it is determined that you have violated the provisions of this Section 10 within twelve (12) months after the settlement of all or any portion of the Restricted Units, the total fair market value of any Ordinary Shares delivered to you upon settlement of such Restricted Units plus any dividend equivalents paid to you shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by you is not inimical to the best interests of the Company or its subsidiaries. Further, if the Management
Committee (in its sole discretion) determines that you have violated the provisions in this Section 10 at any time prior to settlement of all or any portion of the Restricted Units (regardless of whether your Continuous Service has terminated), the Management Committee has the right to cancel any unvested Restricted Units (or your right to receive Ordinary Shares with respect to vested Restricted Units, if applicable), in which case you will not be entitled to any payment of cash or Ordinary Shares or dividend equivalents in respect of such Restricted Units. This Section 10 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the payment of the Restricted Units pursuant to this Agreement. Notwithstanding anything herein to the contrary, if you reside in California, this Section 10 shall not apply to you.
11.Other Harmful Activity; Compensation Recovery Policy. To the extent permitted under Applicable Laws, in addition to, and not in limitation of the Company’s rights under Sections 9 and 10 of this Agreement, the Restricted Units (and any associated dividend equivalent rights) shall be subject to forfeiture and/or repayment to the Company pursuant to Section 20 of the Plan, which includes repayment pursuant to any compensation recovery policy as adopted by the Board (including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Ordinary Shares at any point may be traded)) or in the event that the Management Committee determines that you have engaged in Harmful Activity. Notwithstanding the foregoing, in the event of any conflict between this Section 11 and the terms of any compensation recovery policy of the Company, the terms of the policy will prevail. By accepting this Award under the Plan and pursuant to this Agreement, you consent to be bound by the terms of any compensation recovery policy (including the Recoupment Policy of Eaton Corporation plc) to the extent applicable to you, you agree and acknowledge to fully cooperate with and assist the Company in connection with any of your obligations to the Company pursuant to such policy, and you agree that the Company may enforce its rights under such policy through any and all reasonable means permitted under Applicable Laws as it deems necessary or desirable under such policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from you of any such amounts, including from your accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
12.Change of Control.
(a)Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12 shall govern the Award, to the extent not previously vested or forfeited, in the event of a Change of Control.
(b)If the Restricted Units are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Restricted Units will vest as of the date of the Change of Control and the vested Restricted Units (together with vested dividend equivalents as provided pursuant to Section 6 hereof) shall be settled by the delivery to you of an equal number of Ordinary Shares within ten (10) days following the date of the Change of Control, together with cash dividend equivalents as provided in Section 6 of this Agreement, subject to Section 13 of this Agreement.
(c)If the Restricted Units are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Restricted Units shall continue to vest subject to your Continuous Service in accordance with the original vesting schedule of the Award and shall be settled in accordance with Section 2(a) of this Agreement; provided, however, that if within two (2) years after the Change of Control, your Continuous Service is terminated by the Company or a Subsidiary without Cause or by you for Good Reason, then any unvested Restricted Units will vest as of the date of such termination and such Restricted Units (together with vested dividend equivalents as provided pursuant to Section 6
hereof) shall be settled by the delivery to you of an equal number of Ordinary Shares within ten (10) days following the date of the termination of your Continuous Service, together with cash dividend equivalents as provided in Section 6 of this Agreement, subject to Section 13 of this Agreement.
13.Section 409A of the Code. The Company intends that the Restricted Units will be exempt from or comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance with such intent. In particular, to the extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment”, “termination of Continuous Service” or words of similar import shall mean your “separation from service” with the Company or any of its subsidiaries within the meaning of Section 409A of the Code; (b) if you are a “specified employee” at the time of your separation from service with the Company or any of its subsidiaries (as determined by the Company in accordance with Section 409A of the Code), then any vested Restricted Units otherwise payable as a result of your separation from service (together with any vested dividend equivalents as provided pursuant to Section 6 of this Agreement) shall be paid within thirty (30) days after the first business day which is at least six (6) months after your separation from service (or if earlier, within sixty (60) days after your death); and (c) any vested Restricted Units otherwise payable under Section 12(b) hereof as a result of a Change of Control (and any vested dividend equivalents as provided pursuant to Section 6 of this Agreement) shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code, and if payment of Restricted Units that become vested hereunder is not so permitted at the time of vesting, payment of such vested Restricted Units (and vested dividend equivalents) will be made, to the extent necessary to comply with Section 409A of the Code, within thirty (30) days after the earlier of the originally scheduled vesting date(s) or the date of your death, disability (within the meaning of Section 409A of the Code) or separation from service (subject to any six (6)-month delay required to comply with Section 409A of the Code if you are a specified employee as provided herein). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Restricted Units is not warranted or guaranteed. You expressly acknowledge and agree that neither the Company, its subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other
monetary amounts owed by you (or any other individual claiming a benefit through you) as a result of this Agreement or the Restricted Units granted hereunder.
14.Nature of Grant. In accepting the Award, you acknowledge that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)the grant of the Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted share units, or benefits in lieu of restricted share units, even if restricted share units have been granted repeatedly in the past and all decisions with respect to future restricted share unit grants, if any, will be at the sole discretion of the Company;
(c)you are voluntarily participating in the Plan;
(d)the Restricted Units and the Ordinary Shares subject to the Restricted Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and the Restricted Units and the Ordinary Shares subject to the
Restricted Units are outside the scope of your employment contract, if any;
(e)the Restricted Units and the Ordinary Shares subject to the Restricted Units are not intended to replace any pension rights or compensation;
(f)the Restricted Units and the Ordinary Shares subject to the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the
Company, the Employer, or any subsidiary or affiliate;
(g)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;
(h)in consideration of the grant of the Restricted Units, no claim or entitlement to compensation or damages shall arise if the Restricted Units are forfeited as a result of the termination of your Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws); and
(i)in the event of the termination of your employment (whether or not in breach of local labor laws), except as otherwise determined by the Committee (or its designee), your Continuous Service and your right to vest in the Restricted Units under the Plan, if any, will, for purposes of this Agreement, terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Management
Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of this Agreement.
15.Data Privacy and Data Protection. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Employer, the Company, and its subsidiaries and affiliates, for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, benefit eligibility, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all Restricted Units or any other entitlement to Ordinary Shares granted, cancelled, purchased, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (collectively, the “Data”).
You understand that Data will be transferred to the Third-Party Administrator that is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States of America or elsewhere, and that the recipients’ country (e.g., the United States of America) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, the Third-Party Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, store, process, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Please refer to the Eaton Corporation Global Employee/Contractor Privacy Notice, a copy of which has been provided or otherwise made available to you, for more information about the personal information that the Company collects about you and the purposes for which the Company uses such Data. If you are a California resident, such notice is intended to satisfy the Company’s requirements under the California Consumer Protection Act.
16.Non-U.S. Addendum. Notwithstanding any provisions in this Agreement, the Restricted Units shall also be subject to the special terms and conditions set forth in the addendum attached hereto as Appendix A to this Agreement (the “Non-U.S. Addendum”) for your country, to
the extent that you reside outside of the United States of America. Moreover, if you relocate to one of the countries included in the Non-U.S. Addendum, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Non-U.S. Addendum constitutes part of this Agreement.
17.Receipt of Documents in English. By signing this Agreement, you acknowledge that you have agreed to the receipt of this Agreement and all documents related to the Restricted Units in the English language.
18.Investigations. Notwithstanding anything to the contrary in this Agreement or in any other agreement, contract or arrangement with the Company or its subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its subsidiaries or affiliates (collectively, the “Arrangements”), (a) nothing in the Arrangements or otherwise limits your right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the SEC pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in jurisdictions outside of the United States of America), and (b) nothing in the Arrangements or otherwise prevents you from, without prior notice to the Company, providing information (including documents) to governmental authorities or agencies regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities or agencies regarding possible legal violations. For purpose of clarification, you are not prohibited from providing information (including documents) voluntarily to the SEC pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in jurisdictions outside of the United States. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege. The terms of this Section 18 are referred to as the “Protected Rights,” and the terms of this Agreement are subject to the Protected Rights.
19.Legal Fees. You agree that if the Company substantially prevails in any litigation arising out of or relating to this Agreement, the Company shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.
20.Choice of Law, Venue, and Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. You agree that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against you based on or arising out of this Agreement and you hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding against you; and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
21.Severability and Reformation. The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by Applicable Laws. In the event that Sections 9, 10 or 11 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, you hereby acknowledge and agree that the Company does not owe you any financial obligation as you are not bound by such section, nor will you seek any compensation from the Company based on this Agreement or any provision thereof. You agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.
22.Plan Controls; Entire Agreement. The terms and conditions of the Plan shall apply to the Restricted Units, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the Plan shall be of no force or effect and shall not be binding upon the Company or you. The Plan and this Agreement represent the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral.
23.Miscellaneous. The Committee (or its delegate) shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Units without your consent unless, subject to the terms of the Plan, any such amendment or termination adversely affects this Award in a material way, in which event your written consent will be required. Furthermore, the Company shall make reasonable efforts to comply with all applicable federal, state and foreign securities laws in connection with this Award (including with respect to the grant of the Award); provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Ordinary Shares covered by this Agreement if the issuance thereof would result in violation of any such law.
Appendix A
Non-U.S. Addendum
Document
Exhibit 10(f)
SECOND AMENDMENT
TO
THE EATON CORPORATION DEFERRED INCENTIVE COMPENSATION PLAN II
(January 1, 2008 Restatement)
WHEREAS, Eaton Corporation (the "Company") maintains 111 effect the Eaton Corporation Deferred Incentive Compensation Plan II under a January 1, 2008 Restatement, as amended (the "Plan"); and
WHEREAS, the Company reserves the right to amend the Plan; and
WHEREAS, the Company wishes to amend the way service is measured under the terms of the Plan; and
WHEREAS, the Company wishes to amend the Plan to allow the deduction of the applicable tax (federal, state, and local) withholdings from the portion of the Participant's Incentive Compensation that is deferred to the Plan.
NOW, THEREFORE, the Plan is amended, as of effective January 1, 2024, to provide as follows:
- The last sentence in the definition of "Retirement" found in Article III of the Plan is amended as follows:
For this purpose, service shall be measured in the same manner as Vesting Service under the Eaton Savings Plan.
- Article IV is amended by adding a new Section 4.07 immediately following Section 4.06 thereto:
Section 4.07. Eaton shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal (including, without limitation, employment taxes imposed by the Federal Insurance Contributions Act), state, or local income or other taxes incurred by reason of deferral or payments pursuant to the Plan. Such provisions may include but shall not be limited to deduction of the applicable tax withholdings from the portion of the Participant's Incentive Compensation that is deferred to the Plan. In lieu thereof, Eaton shall have the right to withhold the amount of such taxes from any other sums due or to become due from Eaton to the Participant upon such terms and conditions as the Committee may prescribe.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed through duly authorized persons on this 23rd day of July, 2024.
EATON CORPORATION
By:
Title:
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Document
Exhibit 10(ff)
FORM OF STOCK OPTION AGREEMENT
UNDER THE 2020 STOCK PLAN
Grant Date:
Name:
Number and Type of Shares:
Exercise Price:
Expiration Date:
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton
Corporation plc (the “Company”) at Eaton House, 30 Pembroke Road, Dublin 4, Leinster, D04 Y0C2, Ireland has awarded you, effective as of XX/XX/XX (the “Grant Date”), the option (the “Option”) to purchase from the Company the number of ordinary shares of the Company with a par value of US$0.01 per share (“Ordinary Shares”) set forth above and specified in your account available online at the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third-Party Administrator”), subject to the terms and conditions of the Company’s 2020
Stock Plan, as may be amended or amended and restated from time to time (the “Plan”) and this Stock
Option Agreement (this “Agreement”). The exercise price of the Option per Ordinary Share (the
“Exercise Price”) is set forth above and available online at the Eaton Service Center maintained by the Third-Party Administrator. Unless your account online identifies the Option as being intended to qualify as an Incentive Stock Option, in which case Section 5 of this Agreement shall also apply to the Option, the Option is intended to be a Nonqualified Stock Option. Capitalized terms used without definition in this Agreement shall have the meanings given to such terms in the Plan. You are required to accept the award of the Option hereunder (the “Award”) online at the Eaton Service Center maintained by the Third-Party Administrator, which may be accessed through the Company’s website, or in such other manner as designated by the Company and communicated to you, and by accepting the Award, you acknowledge and agree to the terms and conditions set forth herein and in the Plan.
1.Forfeiture. Except as otherwise provided in the Plan or this Agreement, the Option, to the extent not previously vested, shall be forfeited and immediately cancelled if your Continuous Service is terminated under any circumstances whatsoever prior to the applicable vesting date(s), including, without limitation, dismissal, resignation, divestiture of operations, disability or retirement. The Option shall vest according to the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third-Party Administrator. To the extent that the Option is forfeited for any reason or expires unexercised, you understand that you will not be entitled to exercise the Option or receive any payment of cash or Ordinary Shares in respect of any portion of the Option so forfeited or expired.
NAI-1542954562v4
2.Vesting and Exercisability.
(a)The Option will vest and become exercisable, subject to the terms of this Agreement and the Plan and conditioned upon your Continuous Service, in accordance with the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third-Party Administrator; provided, however, that, to the extent permitted by Applicable Laws, the Committee (or its delegate) may, in its sole discretion, waive the
requirement of Continuous Service in whole or in part in the event your Continuous Service terminates prior to the applicable vesting date(s) (which may include, for example, such a discretionary waiver by the Committee in connection with an approved retirement).
(b)Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 2(b) shall govern the Option, to the extent not previously vested or forfeited, in the event of a Change of Control.
(i)If the Option is not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Option will vest and become exercisable in full (without proration), effective as of the date of the Change of Control.
(ii)If the Option is assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Option shall continue to vest subject to your Continuous Service in accordance with the original vesting schedule of the Option; provided, however, that if within two (2) years after the Change of Control, your Continuous Service is terminated by the Company or a Subsidiary without Cause or by you for Good Reason, then the Option will vest and become exercisable in full (without proration), effective as of the date of the date of such termination.
3.Exercise of Option.
(a)Subject to Section 4 below, to the extent that the Option becomes vested and exercisable in accordance with Section 2 of this Agreement, it may be exercised in whole or in part from time to time by notice to the Company or its designee in accordance with such procedures as are expressly authorized by the Company from time to time, together with payment of the aggregate Exercise Price for the number of Ordinary Shares to be purchased hereunder. The Option may be exercised, during your lifetime, only by you, or in the event of your legal incapacity, by your guardian or legal representative acting on your behalf in a fiduciary capacity under state law and court supervision. If you die before the expiration of the Option, all or part of the Option may be exercised (prior to expiration) by your personal representative or by any person who has acquired the Option directly from you by will, bequest or inheritance, but only to the extent that the Option was vested and exercisable upon the date of your death.
(b)To the extent permitted by Applicable Laws, the Exercise Price is payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of Ordinary Shares (including by attestation) owned by you having an aggregate fair market value at the time of exercise (as determined by the Company) equal to the aggregate Exercise Price, (iii) by a cashless broker-assisted exercise that complies with all Applicable Laws, (iv) by such other method expressly authorized by the Company, or (v) by a combination of the foregoing methods.
4.Term and Expiration of Option. The Option shall in no event be exercisable after the expiration of ten (10) years from the Grant Date, notwithstanding anything to the contrary herein. Except as otherwise determined in the sole discretion of the Committee (or its delegate), including, for example, as may be determined in the case of an approved retirement described in Section 2(a) and subject to Section 5 if the Option is intended to be an Incentive Stock Option, the Option will terminate and automatically be cancelled at the close of business on the earliest of the following dates, provided that, except with respect to a termination for Cause, if such date falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares is closed for trading, the Option will terminate and automatically be cancelled at the close of business on the nearest preceding day when such stock exchange is open for trading:
(a)The date that the Company or a Subsidiary terminates your Continuous Service for Cause;
(b)The ninetieth (90th) day after the date your Continuous Service terminates for any reason other than as a result of disability, death, or a termination by the Company or a Subsidiary for Cause; or
(c)The tenth (10th) anniversary of the Grant Date.
For purposes of this Agreement, “close of business” means 4:00 p.m. Eastern Time or such other time when the principal stock exchange for the Ordinary Shares closes on the applicable expiration date.
5.Incentive Stock Option. To the extent the Option is intended to qualify as an Incentive Stock Option as published in the Company’s records at the Eaton Service Center maintained by the Third Party Administrator, notwithstanding any provision in this Agreement to the contrary, you acknowledge and agree that:
(a)To receive the favorable tax treatment afforded Incentive Stock Options, (i) the Option must be exercised within three (3) months of your termination of Continuous Service for any reason other than by the Company or a Subsidiary for Cause or due to permanent or total disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”) or within one (1) year of termination of your Continuous Service due to Disability, as applicable, and (ii) no sale or other disposition of Ordinary Shares delivered upon exercise of the Option may be made within the one (1)-year period beginning on the day after the day on which the Ordinary Shares are issued to you, or within the two (2)-year period beginning on the day after the Grant Date. If you do not exercise the Option within the periods described in clause (i) above or if you dispose (whether by sale, gift, transfer or otherwise) of any Ordinary Shares within the periods described in clause (ii) above, you acknowledge that the Option will, for tax purposes, be treated as a Nonqualified Stock Option.
(b)If you dispose of any Ordinary Shares within the periods described in Section 5(a)(ii) above, you shall notify the Company within thirty (30) days after such disposition. You shall also provide the Company with any information concerning any such disposition as required by the Company for tax purposes.
(c)To the extent the Option and any other incentive stock options held by you with an aggregate exercise price in excess of $100,000 (determined as of the Grant Date) vest and become exercisable in any year, such options will, for tax purposes, be treated as Nonqualified Stock Options.
6.Shareholder Rights. You shall not have any rights as a shareholder (including voting or dividend rights) with respect to any Ordinary Shares subject to the Option unless and until the Option
has been exercised in accordance with the terms of this Agreement and the Ordinary Shares have been delivered to you.
7.Tax Matters.
(a)You are responsible for all taxes and social insurance contributions owed by you in connection with any aspect of the grant of the Option, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Option. The Company and/or your employer (the “Employer”) do not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant, vesting or exercise of the Option or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate your tax liability.
(b)Prior to any event in connection with the Option that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “Tax Withholding Obligation”), you are required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company and/or the Employer. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate except as otherwise approved by the Company not to exceed the maximum statutory tax rate. Should the Company or the affiliate withhold an amount in excess of your actual Tax Withholding Obligation, the Company and/or the Employer will refund the excess, in cash, within a reasonable period and without any interest. You agree (i) to pay the Company and/or the Employer any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by Applicable Laws, for the Company and/or the Employer to deduct cash from your regular salary payroll to cover such additional amounts. If you fail to comply with your obligations in connection with the Tax Withholding Obligation as described in this
Section 7(b), the Company may refuse to deliver the Ordinary Shares to you pursuant to this Agreement.
8.Transferability. The Option shall not be transferable otherwise than by will or the law of descent and distribution or, with respect to any portion of the Option that is not intended to qualify as an Incentive Stock Option, to the extent permitted by rules or regulations under Section 16(b) under the Exchange Act and as adopted by the Committee.
9.Compliance with Laws, Regulations and Rules. The Company will use its reasonable best efforts to comply with all federal, state and foreign laws or other Applicable Laws and regulations and all rules for stock exchanges on which its Ordinary Shares may be listed, which apply to the issuance of the Ordinary Shares subject to the Option, and to obtain such consents and approvals to such issuance which it deems advisable from federal, state and foreign bodies having jurisdiction of such matters. However, anything herein to the contrary notwithstanding, the Option shall not be exercisable, and the Company shall not be obligated to issue or deliver any certificate for shares subject to the Option, in violation of any such laws, regulations or rules and unless and until such consents and approvals have been obtained. Any share certificate issued to evidence Ordinary Shares as to which the Option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws or other Applicable Laws and regulations. If a person or an
estate purporting to acquire the rights to exercise the Option by bequest or inheritance shall attempt to exercise this Option, the Company may require reasonable evidence as to the ownership of the Option and may request such consents and releases of taxing authorities as it deems advisable.
10.Reorganizations, etc. The number of and class of shares subject to the Option and the Exercise Price per share are subject to adjustment as provided in Section 16 of the Plan.
11.No Rights to Continued Employment. You acknowledge that the grant of this Option does not in any way entitle you to continued employment with the Company or any of its subsidiaries for any period and does not limit or restrict any right the Company or any of its subsidiaries may have to terminate your employment. Furthermore, the Option and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate.
12.Non-Competition. To the extent permitted under Applicable Laws, you expressly acknowledge and agree that in the event that your Continuous Service terminates voluntarily or involuntarily for any reason, with or without Cause, and within twelve (12) months after exercise of any portion of the Option, you enter into any activity as an employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Compensation Committee of the Company (the “Management Committee”), is in competition with the Company or a subsidiary, the amount by which the fair market value per Ordinary Share on the date(s) of exercise of any such portion exceeds the Exercise Price per Ordinary Share hereunder, multiplied by the number of Ordinary Shares subject to such exercised portion, shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by you is not inimical to the best interests of the Company or its subsidiaries. Additionally, if the Management Committee (in its sole discretion) determines that you have engaged in competition with the Company or a subsidiary at any time while all or any portion of the Option is unvested or unexercised (regardless of whether your Continuous Service has terminated), the Management
Committee has the right to cancel any such portion of the Option, in which case you will not be entitled to exercise such portion of the Option or receive any payment of cash or Ordinary Shares in respect of any portion of the Option so forfeited. This Section 12 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the exercise of the Option pursuant to this Agreement.
13.Non-Solicitation. To the extent permitted under Applicable Laws, you agree that during your Continuous Service and for a period of twelve (12) months from the voluntary or involuntary termination of your Continuous Service for any reason, with or without Cause, you will not, (a) either on your own behalf or for any competing business, directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from, any customers with whom you had material business contact during the last five (5) years of your
Continuous Service, or about whom you have any trade secret information, for the purposes of providing products or services that are the same as or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage current employees of the Company or any of its subsidiaries or employees who have terminated their employment with the Company or any of its subsidiaries or who have been terminated by the Company or any of its subsidiaries within six (6) months of the solicitation, recruitment, or encouragement to terminate employment with the Company or any of its subsidiaries and/or to work in any manner for you or any entity affiliated with you. If in the sole judgement of the Management Committee, it is determined that you have violated the provisions of
this Section 13 within twelve (12) months after exercise of any portion of the Option, the amount by which the fair market value per Ordinary Share on the date(s) of exercise of such portion of the Option exceeds the aggregate Exercise Price paid for the Ordinary Shares subject to such exercised portion of the Option shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by you is not inimical to the best interests of the Company or its subsidiaries. Further, if the Management Committee (in its sole discretion) determines that you have violated the provisions in this Section 13 at any time while all or any portion of the Option is unvested or unexercised (regardless of whether your Continuous Service has terminated), the Management Committee has the right to cancel any such portion of the Option, in which case you will not be entitled to exercise such portion of the Option or receive any payment of cash or Ordinary Shares in respect of any portion of the Option so forfeited. This Section 13 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the exercise of the Option pursuant to this Agreement.
14.Other Harmful Activity; Compensation Recovery Policy. To the extent permitted under Applicable Laws, in addition to, and not in limitation of the Company’s rights under Sections 12 and 13 of this Agreement, the Option shall be subject to forfeiture and/or repayment to the Company pursuant to Section 20 of the Plan, which includes repayment pursuant to any compensation recovery policy as adopted by the Board (including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Ordinary Shares at any point may be traded)) or in the event that the Management Committee determines that you have engaged in Harmful Activity.
Notwithstanding the foregoing, in the event of any conflict between this Section 14 and the terms of any compensation recovery policy of the Company, the terms of the policy will prevail. By accepting this Award under the Plan and pursuant to this Agreement, you consent to be bound by the terms of any compensation recovery policy (including the Recoupment Policy of Eaton Corporation plc) to the extent applicable to you, you agree and acknowledge to fully cooperate with and assist the Company in connection with any of your obligations to the Company pursuant to such policy, and you agree that the Company may enforce its rights under such policy through any and all reasonable means permitted under Applicable Laws as it deems necessary or desirable under such policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from you of any such amounts, including from your accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
15.Plan Controls; Entire Agreement. The terms and conditions of the Plan shall apply to this
Option, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the Plan shall be of no force or effect and shall not be binding upon the Company or you. The Plan and this Agreement represent the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral.
16.Construction. It is intended that acquisition of the Option by you shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of the Option, whether made to an officer or director of the Company or to any other employee of the Company or a Subsidiary, shall so qualify. Any provision of this Agreement that cannot be so construed, interpreted and administered shall be of no force or effect.
17.Legal Fees. You agree that if the Company substantially prevails in any litigation arising out of or relating to this Agreement, the Company shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.
18.Choice of Law, Venue, and Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. You agree that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against you based on or arising out of this Agreement and you hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding against you; and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
19.Severability and Reformation. The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by Applicable Laws. In the event that Sections 12, 13 or 14 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, you hereby acknowledge and agree that the Company does not owe you any financial obligation as you are not bound by such section, nor will you seek any compensation from the Company based on this Agreement or any provision thereof. You agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if
they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.
20.Nature of Grant. In accepting the Award, you acknowledge that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past and all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(c)you are voluntarily participating in the Plan;
(d)the Option and the Ordinary Shares subject to the Option are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and the Option and the Ordinary Shares subject to the Option are outside the scope of your employment contract, if any;
(e)the Option and the Ordinary Shares subject to the Option are not intended to replace any pension rights or compensation;
(f)the Option and the Ordinary Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, longservice awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any subsidiary or affiliate;
(g)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;
(h)in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise if the Option is forfeited as a result of the termination of your Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws); and
(i)in the event of the termination of your employment (whether or not in breach of local labor laws), except as otherwise determined by the Committee (or its designee), your Continuous Service and your right to vest in the Option under the Plan, if any, will, for purposes of this Agreement, terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of this Agreement.
21.Data Privacy and Data Protection. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Employer, the Company, and its subsidiaries and affiliates, for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, benefit eligibility, nationality, job title, any Ordinary Shares or directorships held in the Company, details of the Option or any other entitlement to Ordinary Shares granted, cancelled, purchased, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (collectively, the “Data”).
You understand that Data will be transferred to the Third-Party Administrator that is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States of America or elsewhere, and that the recipients’ country (e.g., the United States of America) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, the Third-Party Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, store, process, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Please refer to the Eaton Corporation Global Employee/Contractor Privacy Notice, a copy of which has been provided or otherwise made available to you, for more information about the personal information that the Company collects about you and the purposes for which the Company uses such Data. If you are a California resident, such notice is intended to satisfy the Company’s requirements under the California Consumer Protection Act.
22.Non-U.S. Addendum. Notwithstanding any provisions in this Agreement, the Option shall also be subject to the special terms and conditions set forth in the addendum attached hereto as Appendix A to this Agreement (the “Non-U.S. Addendum”) for your country, to the extent that you reside outside of the United States of America. Moreover, if you relocate to one of the countries included in the NonU.S. Addendum, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Non-U.S. Addendum constitutes part of this Agreement.
23.Receipt of Documents in English. By signing this Agreement, you acknowledge that you have agreed to the receipt of this Agreement and all documents related to the Option in the English language.
24.Investigations. Notwithstanding anything to the contrary in this Agreement or in any other agreement, contract or arrangement with the Company or its subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its subsidiaries or affiliates (collectively, the “Arrangements”), (a) nothing in the Arrangements or otherwise limits your right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the SEC pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in jurisdictions outside of the United States of America), and (b) nothing in the Arrangements or otherwise prevents you from, without prior notice to the Company, providing information (including documents) to governmental authorities or agencies regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities or agencies regarding possible legal violations. For purpose of clarification, you are not prohibited from providing information (including documents) voluntarily to the SEC pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in jurisdictions outside of the United States. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege. The terms of this Section 24 are referred to as the “Protected Rights,” and the terms of this Agreement are subject to the Protected Rights.
Appendix A
Non-U.S. Addendum
Document
Exhibit 10(g)
EATON SUPPLEMENTAL RETIREMENT PLAN
Eaton Corporation hereby establishes, effective as of January 1, 2013, the Eaton Supplemental Retirement Plan on the terms and conditions herein set forth. The Plan provides eligible employees with benefits that would otherwise be unavailable by reason of certain limitations on benefits provided under the Eaton Savings Plan. The Plan may also provide other benefits at the discretion of the Committee. The Plan is intended to be an unfunded nonqualified deferred compensation arrangement maintained for certain members of a select group of management or highly compensated employees.
ARTICLE I
DEFINITIONS
For purposes of the Plan, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning.
"Account" means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to this Plan. The Account shall be a bookkeeping entry only and shall be used solely as a device to measure and determine the amounts, if any, to be paid to a Participant or his Beneficiary under the Plan.
"Beneficiary" or "Beneficiaries" means the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant's Account in the event of the death of the Participant prior to the Participant's receipt of the entire amount credited to his Account.
"Beneficiary Designation Form" means the form established from time to time by the Committee or its designee (in a paper or electronic format) that a Participant completes and submits to the Company in accordance with such terms and conditions as may be established by the Committee or its designee.
"Board" means the Board of Directors of Eaton Corporation plc.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Pension Administration Committee appointed by the Board.
"Company" means Eaton Corporation and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Eaton Corporation with any other corporation, limited liability company, joint venture, partnership or other entity or entities.
"Controlled Group" means (i) the Company, and (ii) all entities with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(l), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language "at least 50 percent" is used instead of "at least 80 percent" each place it appears in Section 1563(a)(l), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), "at least 50 percent" is used instead of "at least 80
percent" each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of "service recipient" contained in Section 409A of the Code.
"Eaton Retirement Contribution" means an Eaton Retirement Contribution as defined under the ESP.
"Eligible Employee" has the meaning given to such term in Section 2.1.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"ESP" means the Eaton Savings Plan, as amended from time to time.
"Participant" means any Eligible Employee who (i) at any time had a Retirement Credit credited to his Account in accordance with the Plan, and (ii) in conjunction with his Beneficiary, has not received a complete payment of the amount credited to his Account.
"Pension Investment Committee" means the Pension Investment Committee appointed by the Board.
"Plan" means this Eaton Supplemental Retirement Plan as set forth herein and as from time to time in effect.
"Retirement Credit" has the meaning given to such term in Section 3.1.
"Separation from Service" means a termination of employment with the Controlled Group in such a manner as to constitute a "separation from service" as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any member of the Controlled Group to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.
"Specified Employee" means a "specified employee" as defined in Section 409A of the Code (with such classification to be determined in accordance with the methodology established by the Committee from time to time in its sole discretion) of the Company or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code.
ARTICLE II
ELIGIBILITY; ACCOUNTS
1.1.Eligibility. Participation in the Plan is limited to those employees of the Controlled Group who (a) are eligible to receive Eaton Retirement Contributions under the ESP pursuant to and in accordance with the eligibility criteria applicable under the ESP and (b) whose Eaton Retirement Contributions under the ESP are limited by reason of (i) Section 401(a)(l 7) of the Code and/or Section 415 of the Code, (ii) the deferral of certain income which, but for the deferral, would be included in the definition of "Retirement Compensation" under the ESP, or (iii) a combination of the foregoing ("Eligible Employees"). The Committee may at any time, in its sole discretion, change the eligibility criteria for Eligible Employees, or determine that one or more Participants will cease to be an Eligible Employee.
1.2.Enrollment Requirements. Each Participant shall file a Beneficiary Designation Form with the Committee no later than the date or dates specified by the Committee. A Participant's Beneficiary Designation Form may be changed at any time prior to his death by the execution and delivery of a new Beneficiary Designation Form. The Beneficiary Designation Form on file with the Committee that bears the latest date at the time of the Participant's death shall govern. If a Participant fails to properly designate a Beneficiary in accordance with this Section 2.2, then his Beneficiary shall be his estate. In addition, the Committee may establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.
1.3.Accounts. The Committee shall establish and maintain an Account for each Participant. A Participant's Account shall be credited with Retirement Credits in accordance with Article III. A Participant's Account thereafter shall be credited with gains, losses and earnings as provided in Article IV and shall be debited for any payments made to the Participant as provided in Article V.
ARTICLE III
RETIREMENT CREDITS
1.1.Amount of Credit. Subject to Section 3.4, there shall be credited to each Eligible Employee's Account for each payroll period an amount (a "Retirement Credit") equal to the excess, if any, of:
(a)the Eaton Retirement Contribution that would have been made under the ESP on behalf of the Eligible Employee for such payroll period if (i) the limitations imposed by Sections 401(a)(l 7) of the Code and Section 415 of the Code did not apply, and (ii) the definition of "Retirement Compensation" used in the ESP included the Eligible Employee's voluntary deferrals of compensation under the Eaton Corporation Deferred Incentive Compensation Plan II (or its successor), over
(b)the Eaton Retirement Contribution actually made under the ESP on behalf of the Eligible Employee for such payroll period.
1.2.Date of Credit. Retirement Credits for a payroll period shall be treated as if they were set aside in an Eligible Employee's Account as soon as administratively practicable following the end of that payroll period and on the date specified by the Committee in its sole discretion.
1.3.Vesting. Each Participant's Account shall become vested at the same time and under the same circumstances as his Eaton Retirement Contribution Account under the ESP.
ARTICLE IV
CREDITING OF GAINS, LOSSES AND EARNINGS TO ACCOUNTS
To the extent provided by the Committee in its sole discretion, each Participant's Account will be credited with gains, losses and earnings based on investment directions made by the Participant in accordance with investment crediting options and procedures established from time to time by the Pension Investment Committee. The Pension Investment Committee specifically retains the right in its sole discretion to change the investment crediting options and procedures from time to time. Each Participant acknowledges and agrees that the Controlled Group is not and shall not be required to make any investment in connection with the Plan, nor is it required to follow the Participant's investment directions in any actual investment it may make or acquire in connection with the Plan or in determining
the amount of any actual or contingent liability or obligation of the Company or any other member of the Controlled Group thereunder or relating thereto. Any amounts credited to a Participant's Account with respect to which a Participant does not provide investment direction shall be credited with gains, losses and earnings as if such amounts were invested in an investment option to be selected by the Pension Investment Committee in its sole discretion.
ARTICLE V
PAYMENTS
1.1.Date of Payment of Account. Except as otherwise provided in this Article V, the vested amounts credited to a Participant's Account shall be paid to the Participant (or his Beneficiary in the event of the Participant's death), in a single lump sum, within 90 days following the Participant's Separation from Service.
1.2.Mandatory Six-Month Delay. Except as otherwise provided in Section 5.3 or 5.4, and to the extent required in order to comply with Section 409A of the Code, any payment under the Plan that is made as a result of the Separation from Service of a Specified Employee and that would otherwise be paid during the first six months following such Separation from Service shall be paid during the seventh calendar month beginning after the Participant's Separation from Service (or if earlier, upon the Participant's death). This provision shall only apply to a payment made under the Plan if the stock of the Company or the stock of a member of the Controlled Group is traded on an established securities market.
1.3.Discretionary Acceleration of Payments. The Committee may, in its sole discretion, accelerate the time of a payment under the Plan to a time otherwise permitted under Section 409A of the Code in accordance with this Section 5.3. The provisions of this Section 5.2 are intended to comply with the exception to accelerated payments under Treasury Regulation Section l.409A-3(i) and shall be interpreted and administered accordingly.
(a)Domestic Relations Orders. The Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(l)(B) of the Code).
(b)Conflicts of Interest. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan the to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule).
(c)Employment Taxes. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and 312l(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of
the Code, where applicable, on compensation deferred under the Plan (the FICA or RRTA amount). Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment, to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA or RRTA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 of the Code wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the FICA or RRTA amount, and the income tax withholding related to such FICA or RRTA amount.
(d)Limited Cash-Outs. The Committee may, in its sole discretion, require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the applicable dollar amount under Section 402(g)(l)(B) of the Code, provided that the payment results in the termination and liquidation of the entirety of the Participant's interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 409A of the Code.
(e)Payment Upon Income Inclusion Under Section 409A. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan at any time the Plan fails to meet the requirements of Section 409A of the Code. The payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code.
(f)Payment of State, Local, or Foreign Taxes. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the participant (the state, local, or foreign tax amount). Such payment may not exceed the amount of such taxes due as a result of participation in the Plan. The payment may be made in the form of withholding pursuant to provisions of applicable state, local, or foreign law or by payment directly to the participant. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and to pay the additional income tax at source on wages imposed under Section 3401 of the Code attributable to such additional wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount, and the income tax withholding related to such state, local, and foreign tax amount.
(g)Certain Offsets. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as satisfaction of a debt of the Participant to the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code), where such debt is incurred in the ordinary course of the service relationship between the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) and the Participant, the entire amount of reduction in any of the taxable years of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the
Code) does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
(h)Bona fide disputes as to a right to a payment. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan where such payments occur as part of a settlement between the Participant and the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) of an arm's length, bona fide dispute as to the Participant's right to the deferred amount.
(i)Plan Terminations and Liquidations. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as provided in Section 7.2.
Except as otherwise specifically provided in this Plan, including but not limited to this Section 5.3, the Committee may not accelerate the time or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of Section 409A of the Code. Moreover, notwithstanding any provision of the Plan to the contrary, in no event may a payment be accelerated following a Specified Employee's Separation from Service to a date that is prior to the first business day of the seventh month following the Participant's Separation from Service (or if earlier, upon the Participant's death) unless otherwise provided in Treasury Regulation Section 1.409A-3(i)(2)(i).
1.4.Delay of Payments. The Committee may, in its sole discretion, and in accordance with the requirements, restrictions and limitations of Treasury Regulation Section 1.409A-2(b)(7), delay payment under the Plan to a time or form otherwise permitted under Section 409A of the Code under any of the following circumstances, provided that the Committee treats all payments to similarly situated Participants on a reasonably consistent basis:
(a)Payments subject to Section 162(m). A payment may be delayed to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Company's deduction with respect to such payment would not be permitted due to application of Section 162(m) of the Code. If a payment is delayed pursuant to this paragraph, then the payment must be made either (i) during the Company's first taxable year in which the Committee reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will,not be barred by application of Section 162(m) of the Code, or (ii) during the period beginning with the first business day of the seventh month following the Participant's Separation from Service (the "six month anniversary") and ending on the later of (x) the last day of the taxable year of the Company in which the six month anniversary occurs or (y) the 15th day of the third month following the six month anniversary. Where any scheduled payment to a specific Participant in a Company's taxable year is delayed in accordance with this paragraph, all scheduled payments to that Participant that could be delayed in accordance with this paragraph must also be delayed. The Committee may not provide the Participant an election with respect to the timing of the payment under this paragraph. For purposes of this paragraph, the term Company includes any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code.
(b)Federal Securities Laws or Other Applicable Law. A payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate federal securities
laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such violation. For purposes of the preceding sentence, the making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.
(c)Other Events and Conditions. A payment may be delayed upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
1.5.Actual Date of Payment. To the extent permitted by Section 409A of the Code, the Committee may delay payment in the event that it is not administratively possible to make payment on the date (or within the periods) specified in this Article V, or the making of the payment would jeopardize the ability of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a going concern. Notwithstanding the foregoing, payment must be made no later than the latest possible date permitted under Section 409A of the Code.
1.6.Discharge of Obligations. The payment to a Participant or his Beneficiary of the vested amounts credited to his Account in a single lump sum pursuant to this Article V shall discharge all obligations of the Controlled Group to such Participant or Beneficiary under the Plan with respect to that Account.
ARTICLE VI
ADMINISTRATION
1.1.General. The Committee shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. In general, the Committee shall have the full power, discretion and authority to carry out the provisions of the Plan; in particular, the Committee shall have full discretion to (a) interpret all provisions of the Plan, (b) resolve all questions relating to eligibility for participation in the Plan and the amount in the Account of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (c) resolve all other questions arising under the Plan, including any factual questions and questions of construction, (d) determine all claims for benefits, and (e) take such further action as the Committee shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final, conclusive, and binding on all persons, including the Company, its shareholders, the other members of the Controlled Group, employees, Participants, and their estates and Beneficiaries.
1.2.Compliance with Section 409A of the Code. It is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any Retirement Credits or any earnings thereon in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Participants or Beneficiaries. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Although the Committee shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the
tax treatment of amounts credited to a Participant's Account under this Plan is not warranted or guaranteed. Neither the Company, the other members of the Controlled Group, their directors, officers, employees, advisors, nor the Committee (nor its designee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant, Beneficiary or other taxpayer as a result of the Plan. Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. For purposes of the Plan, the phrase "permitted by Section 409A of the Code," or words or phrases of similar import, shall mean that the event or circumstance shall only be permitted to the extent it would not cause an amount credited to a Participant's Account under the Plan to be includible in the gross income of a Participant or Beneficiary under Section 409A(a)(l) of the Code.
1.3.Claims Procedure. Any person who believes he is entitled to receive a benefit under the Plan shall make application in writing on the form and in the manner prescribed by the Committee. If any claim for benefits filed by any person under the Plan (the "claimant") is denied in whole or in part, the Committee shall issue a written notice of such adverse benefit determination to the claimant. The notice shall be issued to the claimant within a reasonable period of time but in no event later than 90 days from the date the claim for benefits was filed or, if special circumstances require an extension, within 180 days of such date. The notice issued by the Committee shall be written in a manner calculated to be understood by the claimant and shall include the following: (a) the specific reason or reasons for any adverse benefit determination, (b) the specific Plan provisions on which any adverse benefit determination is based, (c) a description of any further material or information which is necessary for the claimant to perfect his claim and an explanation of why the material or information is needed, and (d) an explanation of the Plan's claim review procedure and time limits applicable to the Plan's claim review procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
ARTICLE VII
AMENDMENT AND TERMINATION
1.1.General. The Board shall have the authority to amend, terminate or freeze the Plan, in whole or in part, at any time. Moreover, the Committee may amend the Plan at any time in its sole discretion for any reason, including to ensure that the Plan complies with the requirements of Section 409A of the Code or other applicable law.
1.2.Payments Upon Termination of Plan. Except as otherwise provided in Section 5.3, in the event that the Plan is terminated, the vested amounts allocated to a Participant's Account shall be paid to the Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive payments hereunder without regard to the termination of the Plan. Notwithstanding the preceding sentence:
(a)Liquidation; Bankruptcy. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire vested Account to the Participant or, if applicable, his Beneficiary within 12 months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(l)(a), provided that the amounts are included in the Participant's gross income in the latest of the following years (or, if earlier,
the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan termination and liquidation occurs; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture as defined under Section 409A of the Code; or (iii) the first calendar year in which the payment is administratively practicable.
(b)Change in Control Event. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire vested Account to the Participant or, if applicable, his Beneficiary, pursuant to irrevocable action taken by the Board within the 30 days preceding or the 12 months following a change in control event (as defined in Treasury Regulation Section 1.409A-3(i)(5)), provided that this paragraph will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the Company (or any entity which would be considered to be a single employer with the Company under Section 4 l 4(b) or Section 414(c) of the Code) immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation 1.409A-l(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 month of the date the Board irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements. Solely for purposes of this paragraph, where the change in control event results from an asset purchase transaction, the applicable service receipt with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.
(c)Discretionary Terminations. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire vested Account to the Participant or, if applicable, his Beneficiary, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code); (ii) The Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Section 409A of the Code if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated; (iii) no payments in liquidation of the Plan are made within 12 months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (iv) all payments are made within 24 months of the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan; and (v) the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) does not adopt a new plan that would be aggregated with any terminated and liquidated plan under Section 409A of the Code if the same Participant participated in both plans, at any time within three years following the date the Board takes all necessary action to irrevocably terminate and liquidate the Plan.
(d)Other Events. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire Account to the Participant or, if applicable, his beneficiary upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
ARTICLE VIII
MISCELLANEOUS
1.1.Non-alienation of Deferred Compensation. Except as permitted by the Plan, no right or interest under the Plan of any Participant or Beneficiary shall, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process, or (iii) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and subject to Section 5.2, the Committee may honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all of a Participant's or Beneficiary's interest under this Plan to an "alternate payee" as defined in Section 414(p) of the Code.
1.2.Participation by Employees of Controlled Group Members. The Plan shall be applicable to each member of the Controlled Group which has employees described in Section 2.1 or described in the Supplemental Addendum Re: Cooper Legacy Benefit. The Account of a Participant employed by a member of the Controlled Group shall be paid in accordance with the Plan solely by such member, unless the Board otherwise determines that the Company shall be the obligor.
1.3.Benefits Addenda. In addition to the benefits described in the Plan, the Company may determine to provide additional or different benefits under the Plan for selected individuals. In the event such benefits are to be provided, specific provisions relating to such benefits shall be set forth in a Supplemental Addendum to the Plan. Except to the extent specific provisions set forth in the Supplemental Addendum provide otherwise, the provisions of the Plan shall apply to such benefits.
1.4.Interest of Participant. The obligation of the Company and any other participating member of the Controlled Group under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company (or, if applicable, the participating member of the Controlled Group) to make payments from their general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Controlled Group. Nothing in the Plan shall be construed as guaranteeing future employment to Eligible Employees. It is the intention of the Company and the Controlled Group that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may in its sole discretion create a trust to hold funds to be used in payment of its and the Controlled Group's obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the general creditors of the Company, and if applicable, the other participating members of the Controlled Group.
1.5.Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against any member of the Controlled Group or the officers, employees or directors of a Controlled Group member, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.
1.6.Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted.
1.7.Governing Law. Except to the extent preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.
1.8.Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the "Company" for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.
1.9.Withholding of Taxes.
(a)A Controlled Group member may withhold or cause to be withheld from any payments under this Plan all federal, state, local and other taxes as shall be legally required.
(b)A Controlled Group member may, in its sole discretion, deduct from any amount of salary, bonus, incentive compensation or other payment otherwise payable in cash to the Participant (other than deferred compensation within the meaning of Section 409A of the Code) any taxes required to be withheld with respect to the crediting of the Retirement Credits, including social security and Medicare (FICA) taxes. In lieu of such deductions from other compensation, the Controlled Group member may, in its sole discretion, require a Participant to promptly pay to the Controlled Group member any such taxes that must be withheld upon the crediting or vesting of any Retirement Credits.
1.10.Electronic or Other Media. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Committee may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.
1.11.Headings; Interpretation. Headings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. Unless the context clearly requires otherwise, the masculine pronoun wherever used herein shall be construed to include the feminine pronoun.
1.12.Participants Deemed to Accept Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company or the other members of the Controlled Group, in any case in accordance with the terms and conditions of the Plan.
EATON CORPORATION
By:
Name:
Title:
SUPPLEMENTAL ADDENDUM RE: COOPER LEGACY BENEFIT
The following provisions shall apply with respect to the Cooper Legacy Benefit, and shall supersede any corresponding provision of the Plan which conflicts with the provisions of this Supplemental Addendum:
Eligibility. Participation under this Supplemental Addendum is limited to those employees of the Controlled Group who are selected by the Committee (each a "Cooper Legacy Participant"). Eligibility under this Supplemental Addendum does not result in eligibility under Section 2.1 of the Plan, but a Cooper Legacy Participant shall otherwise be a Participant within the meaning of Article I of the Plan.
Benefit. An annual credit (a "Cooper Legacy Credit") shall be made to the Account of each Cooper Legacy Participant in an amount determined by action of the Committee in its sole discretion. The amount need not be uniform among Cooper Legacy Participants and may be zero.
Credit. The annual Cooper Legacy Credit shall be credited to a Cooper Legacy Participant's Account on or about May 1 of each year, and the provisions of Section 3.2 shall not apply.
Vesting. Each Cooper Legacy Participant shall become fully vested in his Account under this Supplemental Addendum upon completion of five Years of Vesting Service within the meaning of the Cooper Retirement Savings and Stock Ownership Plan, and the provisions of Section 3.3 shall not apply with respect to Cooper Legacy Credits.
Duration. There shall be no Cooper Legacy Credit for any period after December 31,
2014.
Document
Exhibit 10(gg)
FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT
UNDER THE 2020 STOCK PLAN
Grant Date:
Name:
Target Number of Performance Share Units: PSU
Performance Period: The three-year period beginning [date] and ending [date]
Performance Objectives: As set forth on Appendix A hereto
Award of Performance Share Units under the Eaton Corporation plc 2020 Stock Plan
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of
Eaton Corporation plc (the “Company”) at Eaton House, 30 Pembroke Road, Dublin 4, Leinster,
D04 Y0C2, Ireland has granted you an award (the “Award”) of performance share units (the “Performance Share Units”) effective as of xx/xx/xx (the “Grant Date”) under the terms and conditions of the Company’s 2020 Stock Plan, as may be amended or amended and restated from time to time (the “Plan”). Your target number of Performance Share Units (the “Target Number of Performance Share Units”) is set out above. Capitalized terms used without definition in this Performance Share Unit Award Agreement (this “Agreement”) shall have the meanings given to such terms in the Plan. Information concerning the Award is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third-Party Administrator”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third-Party Administrator, and by accepting the Award, you acknowledge and agree to the terms and conditions set forth herein (including on Appendix B) and in the Plan.
1. Grant.
(a)The Performance Share Units shall vest contingent on the achievement of the Performance Objectives for the Performance Period and your Continuous Service as provided herein. Each Performance Share Unit shall be considered a “Restricted Share Unit” under the Plan, represents the contingent right to receive one (1) ordinary share, nominal value US$0.01 per share, of the Company (an “Ordinary Share”), and is equivalent in value to the market value of one (1) Ordinary Share.
(b)Except as otherwise provided in the Plan or in Section 2(b) or 12(c) of this
Agreement, any unvested Performance Share Units shall be forfeited and immediately cancelled (i) if your Continuous Service is terminated under any circumstances whatsoever before the end of the Performance Period, including, without limitation, dismissal, resignation, divestiture of operations or retirement, or (ii) to the extent that the Performance Share Units are not earned
based on the Company’s achievement of the Performance Objectives for the Performance Period. If any Performance Share Units are forfeited for any reason, you understand that you will not be entitled to any payment of cash or Ordinary Shares in respect of any Performance Share Units so forfeited.
2. Determination of Payout; Vesting.
(a)Subject to the terms and conditions of this Agreement, to the extent the
Performance Share Units have not been forfeited pursuant to Section 1(b)(i) above, following the completion of the Performance Period, the Committee shall determine the extent, if any, to which the Performance Objectives have been achieved and the percentage of the Target Number of Performance Share Units that have vested in accordance with the Performance Objectives, which percentage may range from 0% to 200% of the Target Number of Performance Share Units. Notwithstanding any other provision of this Agreement to the contrary, the Committee may, in its sole discretion, determine the number of Performance Share Units payable hereunder. Following the Committee’s determination of the achievement of the Performance Objectives for the Performance Period (but within two and one-half months after the end of the Performance Period), the Performance Share Units that have vested in accordance with this Section 2(a) shall be paid by the delivery to you of an equal number of Ordinary Shares, together with payment of any dividend equivalent amount as provided in Section 6 of this Agreement.
(b)Notwithstanding Section 2(a) above, if your Continuous Service terminates prior to the last day of the Performance Period and prior to a Change of Control (i) by reason of death or disability (as determined by the Committee or its delegate) or (ii) for any reason other than death or disability and the Committee or its delegate decides, in its sole discretion, to waive the requirement of Continuous Service through the end of the Performance Period, then, in either case, except as otherwise determined by the Committee pursuant to this Agreement and to the extent permitted by Applicable Laws, you shall remain eligible to vest in a pro-rata portion of the Performance Share Units at the same time as Performance Share Units for the Performance Period have vested for participants whose Continuous Service does not terminate prior to the end of the Performance Period, subject to the attainment of the specified Performance Objectives. The pro-rata portion of the Performance Share Units described in the preceding sentence shall be equal to the product of (A) the number of Performance Share Units that would have vested under this Agreement if your Continuous Service had not terminated prior to the last day of the Performance Period, multiplied by (B) a fraction, the numerator of which is the total number of calendar days from the first day of the Performance Period through the date of termination of your Continuous Service and the denominator of which is 1,095.
3.Nominal Value. To the extent that Ordinary Shares issued upon settlement of the Performance Share Units are newly issued Ordinary Shares, you hereby authorize the Company or any subsidiary to withhold from you via payroll deduction an amount equal to the nominal value, being US$0.01 per share, of such number of newly issued Ordinary Shares, or if such deduction is not made, you will pay or make arrangements with the Company for payment of such amount.
4.Transferability. The Performance Share Units and any Ordinary Shares to be delivered with respect to the Performance Share Units shall be non-transferable until such time as the Ordinary Shares are delivered to you hereunder. You agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Performance Share Units or Ordinary Shares prior to the date on which the Ordinary Shares are delivered to you. Notwithstanding the foregoing provisions of this Section 4, you are permitted to designate one or more primary and contingent beneficiaries to whom any vested Performance Share Units will be payable in the event of your death. The process for designating such beneficiaries is available through the Eaton Service Center maintained by the Third-Party Administrator.
5.Reorganizations, etc. The number of Performance Share Units and the class of shares subject to this Award are subject to adjustment as provided in Section 16 of the Plan.
6.Dividend Equivalents and Voting Rights. You acknowledge that there are no voting or dividend rights associated with the Performance Share Units such as those available to holders of Ordinary Shares. However, from and after the Grant Date and until the time when the Ordinary Shares underlying the Performance Share Units are delivered to you in accordance with this Agreement, the Company will credit your account with a dividend equivalent amount equal to the aggregate dividends paid from the Grant Date through the date the Performance Share Units become vested on a number of Ordinary Shares equal to the number of Performance Share Units finally earned, vested and payable to you pursuant to this Agreement. Subject to and conditioned upon the Performance Share Units becoming earned, vested and payable to you pursuant to this Agreement, the aggregate amount of vested dividend equivalents credited to your account hereunder shall be paid to you in cash (without interest), at the same time that the vested Performance Share Units are paid, and your right to receive any such dividend equivalents shall be automatically and correspondingly forfeited to the extent that the underlying Performance Share Units are forfeited pursuant to the terms of this Agreement and the Plan.
7.Tax Withholdings.
(a)You are responsible for all taxes and social insurance contributions owed by you in connection with any aspect of the grant of the Performance Share Units, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Performance Share Units. The Company and your employer (the “Employer”) do not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant, vesting or payment of the Performance Share Units or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Performance Share Units to reduce or eliminate your tax liability.
(b)Prior to any event in connection with the Performance Share Units that the Company or the Employer determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions
(the “Tax Withholding Obligation”), you are required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company and/or the Employer. Your acceptance of this Agreement constitutes your instruction and authorization to the Company and/or the Employer to withhold on your behalf the number of Ordinary Shares from those Ordinary Shares issuable to you at the time when the Performance Share Units become vested or payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of vesting or payment, as applicable, as determined by the Company. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate, except as otherwise approved by the Company not to exceed the maximum statutory tax rate. Should the Company or the affiliate withhold an amount in excess of your actual Tax Withholding Obligation, the Company and/or the Employer will refund the excess, in cash, within a reasonable period and without any interest. You agree (i) to pay the Company and/or the Employer any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by Applicable Laws, for the Company and/or the Employer to deduct cash from your regular salary payroll to cover such additional amounts. If you fail to comply with your obligations in connection with the Tax Withholding Obligation as described in this Section 7(b), the Company may refuse to deliver the Ordinary Shares to you pursuant to this Agreement.
8.No Rights to Continued Employment. You acknowledge that this Award does not in any way entitle you to continued employment with the Company or any of its subsidiaries for any period and does not limit or restrict any right the Company or any of its subsidiaries may have to terminate your employment. Furthermore, the Performance Share Units and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate.
9.Non-Competition. To the extent permitted under Applicable Laws, you expressly acknowledge and agree that in the event that your Continuous Service terminates voluntarily or involuntarily for any reason, with or without Cause, and within twelve (12) months after the payment of the Performance Share Units, you enter into any activity as an employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Compensation Committee of the Company (the “Management Committee”), is in competition with the Company or a subsidiary, the amount of the total fair market value of the Ordinary Shares delivered to you upon payment of the Performance Share Units plus any dividend equivalent amount paid to you shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by you is not inimical to the best interests of the Company or its subsidiaries. Additionally, if the Management Committee (in its sole discretion) determines that you have engaged in competition with the Company or a subsidiary at any time prior to payment of the Performance Share Units (regardless of whether your Continuous Service has terminated), the Management Committee has the right to cancel any unvested Performance Share Units (or your right to receive Ordinary Shares with respect to vested Performance Share Units, if applicable), in which case you will not be entitled to any payment of cash or Ordinary Shares in
respect of such Performance Share Units. This Section 9 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the payment of the Performance Share Units pursuant to this Agreement. Notwithstanding anything herein to the contrary, if you reside in California, this Section 9 shall not apply to you.
10.Non-Solicitation. To the extent permitted under Applicable Laws, you agree that during your Continuous Service and for a period of twelve (12) months from the voluntary or involuntary termination of your Continuous Service for any reason, with or without Cause, you will not, (a) either on your own behalf or for any competing business, directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from, any customers with whom you had material business contact during the last five (5) years of your Continuous Service, or about whom you have any trade secret information, for the purposes of providing products or services that are the same as or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage current employees of the Company or any of its subsidiaries or employees who have terminated their employment with the Company or any of its subsidiaries or who have been terminated by the Company or any of its subsidiaries within six (6) months of the solicitation, recruitment, or encouragement to terminate employment with the Company or any of its subsidiaries and/or to work in any manner for you or any entity affiliated with you. If in the sole judgement of the Management Committee, it is determined that you have violated the provisions of this Section 10 within twelve (12) months after payment of the Performance Share Units, the total fair market value of any Ordinary Shares delivered to you upon payment of the Performance Share Units plus any dividend equivalent amount paid to you shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by you is not inimical to the best interests of the Company or its subsidiaries. Further, if the Management Committee (in its sole discretion) determines that you have violated the provisions in this Section 10 at any time prior to payment of the Performance Share Units (regardless of whether your Continuous Service has terminated), the Management Committee has the right to cancel any unvested Performance Share Units (or your right to receive Ordinary Shares with respect to vested Performance Share Units, if applicable), in which case you will not be entitled to any payment of cash or Ordinary Shares or dividend equivalent amount in respect of such Performance Share Units. This Section 10 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the payment of the Performance Share Units pursuant to this Agreement. Notwithstanding anything herein to the contrary, if you reside in California, this Section 10 shall not apply to you.
11.Other Harmful Activity; Compensation Recovery Policy. To the extent
permitted under Applicable Laws, in addition to, and not in limitation of the Company’s rights under Sections 9 and 10 of this Agreement, the Performance Share Units (and any associated dividend equivalent rights) shall be subject to forfeiture and/or repayment to the Company pursuant to Section 20 of the Plan, in the event that the Management Committee determines that you have engaged in Harmful Activity. Further, you expressly acknowledge and agree that, notwithstanding any other provision of this Agreement to the contrary, the Performance Share
Units and any Ordinary Shares and cash payable or paid to you hereunder are subject to reduction, cancellation or reimbursement pursuant to any applicable compensation recovery policy of the Company, as in effect from time to time, including any such policy adopted or amended to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and/or the rules of any applicable securities exchange. The Company’s recoupment policy in effect on the Grant Date, which has been adopted by the Board and may be amended from time to time (the “Recoupment Policy”), provides that, among other items, Incentive Compensation (as such term is defined in the Recoupment Policy) awarded to any participant may be subject to recoupment in the event of Detrimental Activity (as such term is defined in the Recoupment Policy) which includes (a) dishonest conduct resulting in a felony conviction or (b) willful illegal conduct, fraud, or gross misconduct that is injurious to the Company. In addition, performance based Incentive Compensation awarded to Executive Officers (as such term is defined in the Recoupment Policy) shall be subject to recoupment in the event of an accounting restatement (as such term is described in the Recoupment Policy). Per the Recoupment Policy, the Committee in its sole discretion may determine the method of recoupment. Notwithstanding the foregoing, in the event of any conflict between this Section 11 and the terms of any compensation recovery policy of the Company, including the Recoupment Policy, the terms of the policy will prevail. This Section 11 shall survive and continue in full force in accordance with its terms notwithstanding any termination of your Continuous Service or the payment of the Performance Share Units pursuant to this Agreement.
12.Change of Control.
(a)Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12 shall govern the Award, to the extent not previously vested or forfeited, in the event of a Change of Control.
(b)If the Performance Share Units are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then, notwithstanding Section 2(a) hereof, a prorated portion of the Performance Share Units shall become earned and vested as of the date of the Change of Control, with such prorated portion equal to the product of (i) 100% of the Target Number of Performance Share Units, multiplied by (ii) a fraction, the numerator of which is the total number of calendar days from the first day of the Performance Period through the effective date of the Change of Control and the denominator of which is 1,095. Such prorated portion of the Performance Share Units and any related dividend equivalent amount shall be paid to you within thirty (30) days after the Change of Control by the delivery to you of an equal number of Ordinary Shares, together with payment of any dividend equivalent amount as provided in Section 6 of this Agreement, subject to Section 13 of this Agreement.
(c)If the Performance Share Units are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then 100% of the Target Number of Performance Share Units shall be deemed to have been earned as of the date of the Change of Control and the
Award shall continue to vest thereafter subject to your Continuous Service through the last day
of the originally scheduled Performance Period. Following the last day of the originally scheduled Performance Period (but within two and one-half months thereafter), the Performance Share Units that have vested in accordance with this Section 12(c) shall be paid by the delivery to you of an equal number of Ordinary Shares, together with payment of any dividend equivalent amount as provided in Section 6 of this Agreement, subject to Section 13 of this Agreement.
(d)Notwithstanding Section 12(c) above, if the Performance Share Units are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee and, within two (2) years after the Change of Control, your Continuous Service is terminated (i) by the Company or a Subsidiary without Cause, (ii) by you for Good Reason or (iii) by reason of death or disability (as determined by the Committee or its delegate), then a prorated portion of the Performance Share Units shall become vested as of the date of such termination, with such prorated portion equal to the product of (A) 100% of the Target Number of Performance Share Units, multiplied by (B) a fraction, the numerator of which is the total number of calendar days from the first day of the Performance Period through the date of such termination and the denominator of which is 1,095. Such prorated portion of the Performance Share Units shall be paid to you within thirty (30) days after the date of your termination of Continuous Service by the delivery to you of an equal number of Ordinary Shares, together with payment of any dividend equivalent amount as provided in Section 6 of this Agreement, subject to Section 13 of this Agreement.
13.Section 409A of the Code. The Company intends that the Performance Share Units will be exempt from or comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance with such intent. In particular, to the extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment”, “termination of Continuous Service” or words of similar import shall mean your “separation from service” with the Company or any of its subsidiaries within the meaning of Section 409A of the Code; (b) if you are a “specified employee” at the time of your separation from service with the Company or any of its subsidiaries (as determined by the Company in accordance with Section 409A of the Code), then any Performance Share Units and related dividend equivalent amount otherwise payable as a result of your separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after your separation from service (or if earlier, within sixty (60) days after your death); and (c) any vested Performance Share Units and related dividend equivalent amount otherwise payable under Section 12(b) hereof as a result of a Change of Control shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code, and if payment of Performance Share Units that become vested upon a Change of Control is not so permitted, payment of such vested Performance Share Units and any related dividend equivalent amount will be made within thirty (30) days after the earlier of the last day of the Performance Period or the date of your separation from service (subject to any six (6)-month delay required to comply with Section 409A of the Code if you are a specified employee as provided herein). Although
the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Share Units is not warranted or guaranteed. You expressly acknowledge and agree that neither the Company, its subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by you (or any other individual claiming a benefit through you) as a result of this Agreement or the Performance Share Units granted hereunder.
14.Nature of Grant. In accepting the Award, you acknowledge that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)the grant of the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of performance share units, or benefits in lieu of performance share units, even if performance share units have been granted repeatedly in the past and all decisions with respect to future performance share unit grants, if any, will be at the sole discretion of the Company;
(c)you are voluntarily participating in the Plan;
(d)the Performance Share Units and the Ordinary Shares subject to the Performance Share Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and the Performance Share Units and the Ordinary Shares subject to the Performance Share Units are outside the scope of your employment contract, if any;
(e)the Performance Share Units and the Ordinary Shares subject to the Performance Share Units are not intended to replace any pension rights or compensation;
(f)the Performance Share Units and the Ordinary Shares subject to the Performance Share Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any subsidiary or affiliate;
(g)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;
(h)in consideration of the grant of the Performance Share Units, no claim or entitlement to compensation or damages shall arise if the Performance Share Units are forfeited as a result of the termination of your Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws); and
(i)in the event of the termination of your employment (whether or not in breach of local labor laws), except as otherwise determined by the Committee (or its designee), your Continuous Service and your right to vest in the Performance Share Units under the Plan, if any, will, for purposes of this Agreement, terminate effective as of the date that you are no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of this Agreement.
15.Data Privacy and Data Protection. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Employer, the Company, and its subsidiaries and affiliates, for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, benefit eligibility, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all Performance Share Units or any other entitlement to Ordinary Shares granted, cancelled, purchased, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (collectively, the “Data”).
You understand that Data will be transferred to the Third-Party Administrator that is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States of America or elsewhere, and that the recipients’ country (e.g., the United States of America) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, the Third-Party Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, store, process, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Please refer to the Eaton Corporation Global Employee/Contractor Privacy Notice, a copy of which has been provided or otherwise made available to you, for more information about the personal information that the Company collects about you and the purposes for which the Company uses such Data. If you are a California resident, such notice is intended to satisfy the Company’s requirements under the California Consumer Protection Act.
16.Non-U.S. Addendum. Notwithstanding any provisions in this Agreement, the Performance Share Units shall also be subject to the special terms and conditions set forth in the addendum attached hereto as Appendix B to this Agreement (the “Non-U.S. Addendum”) for your country, to the extent that you reside outside of the United States of America. Moreover, if you relocate to one of the countries included in the Non-U.S. Addendum, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Non-U.S. Addendum constitutes part of this Agreement.
17.Receipt of Documents in English. By signing this Agreement, you acknowledge
that you have agreed to the receipt of this Agreement and all documents related to the Performance Share Units in the English language.
18.Investigations. Notwithstanding anything to the contrary in this Agreement or in any other agreement, contract or arrangement with the Company or its subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its subsidiaries or affiliates (collectively, the “Arrangements”), (a) nothing in the Arrangements or otherwise limits your right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the SEC pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in jurisdictions outside of the United States of America), and (b) nothing in the Arrangements or otherwise prevents you from, without prior notice to the Company, providing information (including documents) to governmental authorities or agencies regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities or agencies regarding possible legal violations. For purpose of clarification, you are not prohibited from providing information (including documents) voluntarily to the SEC pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in jurisdictions outside of the United States. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege. The terms of this Section 18 are referred to as the “Protected Rights,” and the terms of this Agreement are subject to the Protected Rights.
19.Legal Fees. You agree that if the Company substantially prevails in any litigation arising out of or relating to this Agreement, the Company shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.
20.Choice of Law, Venue, and Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. You agree that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against you based on or arising out of this Agreement and you hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding against you; and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
21.Severability and Reformation. The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by Applicable Laws. In the event that Sections 9, 10 or 11 of this Agreement are rendered unenforceable by a court of law or by an arbitral body for any reason, you hereby acknowledge and agree that the Company does not owe you any financial obligation as you are not bound by such section, nor will you seek any compensation from the Company based on this Agreement or any provision thereof. You agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.
22.Plan Controls; Entire Agreement. The terms and conditions of the Plan shall apply to the Performance Share Units, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the Plan shall be of no force or effect and shall not be binding upon the Company or you. The Plan and this Agreement represent the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral.
23.Miscellaneous. The Committee (or its delegate) shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Performance Share Units without your consent unless, subject to the terms of the Plan, any such amendment or termination adversely affects your Award in a material way, in which event your written consent will be required. Furthermore, the Company shall make reasonable efforts to comply with all applicable federal, state and foreign securities laws in connection with this Award (including with respect to the grant of the Award); provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Ordinary Shares covered by this Agreement if the issuance thereof would result in violation of any such law.
Appendix A
Executive Strategic Incentive Program (ESIP) Performance Criteria
Document
Exhibit 10(h)
FIRST AMENDMENT TO
EATON SUPPLEMENTAL RETIREMENT PLAN
The Eaton Supplemental Retirement Plan, presently maintained under a document effective as of January 1, 2013 (the "Plan"), is hereby amended in the respects hereinafter set forth.
1.Effective as of January 1, 2013, Section 3.1 of the Plan is amended to replace the
reference therein to "Section 3.4" with a reference to "Section 3.3".
2.Effective as of January 1, 2018, Section 3.3 of the Plan is amended to provide as follows:
3.3 Vesting. Except as otherwise provided herein, each Participant's Account
shall become vested at the same time and under the same circumstances as his Eaton Retirement Contribution Account under the ESP. Notwithstanding the foregoing provisions of the Plan and regardless of any provision of the ESP to the contrary, in no event will any unvested amount under the Plan that has been forfeited as of the Participant's Separation from Service be re-credited to the Participant's Account under the Plan as a result of any period of reemployment with the Company commencing thereafter.
* * *
IN WITNESS WHEREOF, the Pension Administration Committee has caused this amendment to be executed at Cleveland, Ohio on this 12th day of December, 2017, by the undersigned duly authorized person.
Eaton Corporation
By:
Title:
Document
Exhibit 10(hh)
CHANGE OF CONTROL AGREEMENT – Form A
AGREEMENT by among Eaton Corporation plc, an Irish limited company (the “Company”), Eaton Corporation, an Ohio corporation affiliated with the Company, and _________________ (the “Executive”), dated as of the [date].
The Board of Directors of the Company (the “Board” ) has determined that it is in the best interests of the Company and its shareholders to assure that the Company and its Affiliates (as defined below) will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company and its Affiliates currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.Certain Definitions.
(a) The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Company is terminated within the six months prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control (such a termination of employment, an “Anticipatory Termination”), then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment and the Executive shall be entitled to receive the
payments and benefits provided hereunder to the same extent as if the Executive’s Date of Termination had occurred on the date of the Change of Control.
(b) The “Change of Control Period” shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.
2.Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:
(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding Ordinary Shares of the Company (the “Outstanding Company Ordinary Shares”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition approved by the Board directly from the Company, (ii) any acquisition approved by the Board by the Company or any entity under the control of, or under control with, the Company (an “Affiliate”), (iii) any acquisition by a new parent entity if, following such acquisition, the shareholders of the Company holding the Outstanding Company Ordinary Shares immediately prior to that acquisition own immediately after such acquisition the common equity interests of such parent entity in substantially the same proportions as they owned the Outstanding Company Ordinary Shares, or (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate; or
(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(c) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred as a result of any transaction or series of transactions which the Executive, or any entity in which the Executive is a partner, officer or more than 50% owner initiates, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, the Executive, either alone or together with other individuals who are executive officers of the Company immediately prior thereto, beneficially owns, directly or indirectly, more than 10% of the then outstanding Ordinary Shares of the Company or the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation.
3.Employment Period. The Company hereby agrees to continue the Executive in its employ, or cause an Affiliate to continue such employment, and the Executive hereby agrees to remain in the employ of the Company or relevant Affiliate, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “Employment Period”).
4.Terms of Employment.
(a) Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed (x) remotely (and in accordance with policies of the Company or applicable Affiliate in effect from time to time), (y) at the location where the Executive was employed immediately preceding the Effective Date, or (z) at any office or location less than 35 miles from such location (in any case subject to travel requirements reasonably consistent with those prior to the Effective Date).
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid in cash at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its Affiliates in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date, and thereafter at least annually, in each case by a percentage not less than the average annual percentage merit increase in the Executive's base salary during the five (5) full calendar years (or such lesser number of years that the Executive has been employed by the Company and its Affiliates) immediately preceding the Effective Date. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.
(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash in an amount (the “Annual Bonus Amount”) at least equal to the Executive's target bonus amount (as defined in the Eaton Executive Incentive Plan, Senior Executive Incentive Plan, or any successor plan, as applicable (the “Applicable Incentive Plan”)) for the most recent year for which a target bonus amount was established before the Effective Date under the Applicable Incentive Plan, adjusted by the average of the Executive's individual
performance rating for each of the three most recent years ended before the Effective Date, but eliminating any Corporate Performance Factor (as defined in the Applicable Incentive Plan). Each such Annual Bonus shall be paid no later than March 15th of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with the provisions of any applicable Eaton deferred compensation plan (a “Deferred Compensation Plan”).
(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other similarly-situated executives of the Company and its Affiliates (including without limitation the Company's Deferred Compensation Plan, Limited Eaton Service Supplemental Retirement Income Plan, long-term Executive Strategic Incentive Plan (or successor long-term incentive plan) and Supplemental and/or Excess Benefits Plans, as and to the extent those plans are in effect from time to time), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliates for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other similarly-situated executives of the Company and its Affiliates.
(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other similarly-situated executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the Effective Date to other similarly-situated executives of the Company and its Affiliates.
(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its Affiliates in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, if applicable, use of an automobile and/or payment of related expenses in accordance with the most favorable plans, practices, programs and policies of the Company and its Affiliates in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(vi) Office and Support Staff. During the Employment Period but prior to any termination described in Sections 5 or 6 herof, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal administrative support and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its Affiliates at any time during the 120 day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its Affiliates as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(ix) Clawback Policy. All compensation payable under this Agreement shall remain subject to the provisions of the Company’s Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results, or its successor (the “Clawback Policy”), as in effect as of the Effective Date.
5.Termination of Employment.
(a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 14(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.
(b) Cause. The Company or an Affiliate may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties;
(ii) the Executive pleading guilty or nolo contendere to, or being convicted of (a) any felony or (b) any crime involving moral turpitude, dishonesty, fraud or unethical business conduct;
(iii) the Participant’s material violation of the Company’s Code of Ethics or other applicable Company (or Affiliate’s) policies or procedures as are in effect from time to time; or
(iv) the Participant’s willful misconduct in the course of his or her continuous service, which is materially detrimental to the financial condition or business reputation of the Company or an affiliate, whether as a result of adverse publicity or otherwise.
For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of Eaton Corporation or a senior officer of the Company or an Affiliate or based upon the advice of counsel for the Company or an Affiliate shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) through (iv) above, and specifying the particulars thereof in detail.
(c) Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company or an Affiliate which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or Affiliate promptly after receipt of notice thereof given by the Executive;
(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(iii) the Company (or an Affiliate) requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof or the Company (or an Affiliate) requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; or
(iv) any purported termination by the Company or an Affiliate of the Executive's employment otherwise than as expressly permitted by this Agreement.
For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.
(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.
(e) Date of Termination. “Date of Termination” means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death or Disability, the date of death of
the Executive or the Disability Effective Date, as the case may be. The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 5 constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”
6.Obligations of the Companyupon Termination.
(a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company or its Affiliate shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:
(i) except as otherwise provided in this Section 6(a), the Company shall pay, or cause its Affiliate to pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, to the extent not theretofore paid to the Executive, (2) the amount, if any, which has been earned by the Executive with respect to any completed Incentive Year under the Eaton Incentive Compensation Plan or any successor thereto, and any completed Award Period under the Eaton Executive Strategic Incentive Plan or any successor thereto, in each case to the extent not theretofore paid to the Executive, and (3) with respect to each Award Period under the Eaton Executive Strategic Incentive Plan or any successor thereto which ends after the Date of Termination, the amount determined pursuant to the applicable award agreement) (the amount described in clause (3), the “Pro-Rata Bonus,” and the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Annual Bonus Amount;
(ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company or its Affiliate shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans,
programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates and their families, provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed for three years after the Date of Termination and to have retired on the last day of such period, and for purposes of any reimbursement of eligible expenses to the Executive and/or the Executive’s family under the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement incurred following the first eighteen months of continuation coverage under this Section 6(a)(ii), such reimbursement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred (the amount of continued coverage and benefits that the Company is obligated to provide pursuant to this paragraph in any given calendar year shall not affect the amount of continued coverage and benefits that the Company is obligated to provide in any other calendar year, and the Executive's right to have the Company provide such continued coverage and benefits may not be liquidated or exchanged for any other benefit); provided, further, that to the extent it is impossible or impracticable to provide a specific employee benefit, the Company shall pay the Executive a cash amount equal to the Company cost of providing such benefit for similarly-situated active employees, payable at the same times as the costs for providing such benefits would have been incurred.
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company or its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); provided, however that to the extent that any Other Benefits are deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section
409A of the Code, such Other Benefits shall not be paid or provided before the first business day that is six months after the Date of Termination.
Notwithstanding the foregoing, the Company shall pay to the Executive the amounts described in (A)(3) and (B) in a lump sum in cash on the first business day that is six months after the Date of Termination to the extent required by Section 409A of the Code.
(b) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and Affiliates to the estates and beneficiaries of similarly-situated executives of the Company and such Affiliates under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other similarly-situated executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to other similarly-situated executives of the Company and its Affiliates and their beneficiaries.
(c) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination; provided, however, that the Pro-Rata Bonus shall be paid on the first business day that is six months after the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliates to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other similarly-situated executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other similarly-situated executives of the Company and its Affiliates and their families; provided, however that to the extent that any Other Benefits are deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section 409A of the Code, such Other Benefits shall not be paid or provided before the first business day that is six months after the Date of Termination.
(d) Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) the Annual Base Salary through the Date of Termination and (y) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination, provided, however, that the Pro-Rata Bonus will be paid to the Executive on the first business day that is six months after the Date of Termination. Notwithstanding the foregoing, to the extent that any Other Benefits required to paid pursuant to this Section 6(d) are deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section 409A of the Code, such Other Benefits shall not be paid or provided before the first business day that is six months after the Date of Termination.
7.Termination of Agreement in Connection With Change of Control. In the event of a change of control as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (for purposes of this Section 7 only, a “Change of Control Event”), the Board shall have the authority, in its sole discretion, to terminate the Agreement pursuant to an irrevocable action taken by the Board within the 30 days preceding the Change of Control Event, provided that this Section 7 will only apply to a payment under the Agreement if all agreements, methods, programs, and other arrangements sponsored by the service recipient immediately after the time of the Change of Control Event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Section 1.409A-1(c)(2) of the
Treasury Regulations are terminated and liquidated with respect to the Executive, so that under the terms of the termination and liquidation the Executive is required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the Board irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section, where the Change of Control Event results from an asset purchase transaction, the service recipient with the discretion to liquidate and terminate the agreements, methods, programs and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation. If the Agreement is terminated pursuant to this Section 7, the Company or the applicable Affiliate shall pay to the Executive in a lump sum in cash within 12 months of the date the Board irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements, the amount that would have been payable to the Executive if during the Employment Period the Company or Affiliate had terminated the Executive’s employment other than for Cause or Disability or if the Executive had terminated his employment for Good Reason in accordance with Section 6(a) of this Agreement.
8.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive may qualify, nor, subject to the last sentence of this Section 8 and to Section 14(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive becomes entitled to receive severance benefits under Section 6(a) hereof, such severance benefits shall be in lieu of any benefits under any severance or separation plan, program or policy of the Company or any of its Affiliates to which the Executive would otherwise have been entitled.
9.Full Settlement; Legal Fees. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, at any time from the Effective Date through the Executive's remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 9 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive's right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.
10.Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
11.Executive Covenants.
(a) Noncompete/Nonsolicit. During the Executive’s employment with the Company and its Affiliates during the Change of Control Period and for one (1) year following the Date of Termination if the Date of Termination occurs during the Change of Control Period, the Executive shall not, directly or indirectly (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 5% of the outstanding stock of a publicly-held company):
(i) provide services to any corporation or other entity, regardless of form, that is engaged in any business or enterprise that is the same as, or substantially the same as, the business of the Company for that part of the enterprise in which Executive has directly worked or had significant, direct exposure during Executive’s employment with the Company in the two (2) year period preceding the Date of Termination; or
(ii) directly or indirectly solicit for employment, hire, or work as an independent contractor, any person or entity who is an employee or service provider of the Company or any of its Affiliates or was employed or engaged by the Company or its Affiliates to provide services (whether as an independent representative, consultant, agent or employee) in the 12 months prior to the Date of Termination; provided, however, a broadly published recruitment advertisement that is not directed at any of the foregoing individuals shall not by itself be deemed a violation of this Section 11(a)(ii); or
(iii) divert or attempt to divert from the Company or its Affiliates any business with any customer, partner or other person with which the Company or its Affiliates had any material business contact or association during the Executive’s employment with the Company, or induce or attempt to induce any customer, partner or other person with which the Company or its Affiliates had any material business contact or
association to reduce or refrain from doing business with the Company or its Affiliates.
(b) Enforceability. If any restriction or provision set forth in Section 11(a) is found by any court of competent jurisdiction to be unenforceable because it is excessively broad, extends for too long a period of time, or covers too great a range of activities or too broad a geographic area, the parties agree that such restriction or provision shall be construed and interpreted to extend only over the maximum period of time, range of activities, or geographic area which is found by such court to be enforceable.
(c) Remedies; Injunctive Relief. The parties acknowledge and agree that restrictions contained in Section 11(a) are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of Section 11(a) may cause the Company substantial and irrevocable damage that is difficult to measure. Therefore, if there is any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to seek an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Agreement and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.
12.Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
13.“Golden Parachute” Excise Tax.
(a) In the event the Executive becomes entitled to receive payments and benefits hereunder or otherwise and such payments and benefits (the “Total Payments”) will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall compute the “Net After-Tax Amount,” and the “Reduced Amount,” and shall adjust the Total Payments as described below. The Net After-Tax Amount shall mean the present value of all amounts payable to Executive hereunder, net of all federal income, excise and employment taxes imposed on Executive by reason of such payments. The Reduced Amount shall mean the largest aggregate amount of the Total Payments that if paid to Executive would result in Executive receiving a Net After-Tax Amount that is equal to or greater than the Net After-Tax Amount that Executive would have received if the Total Payments had been made. If the Company determines that there is a Reduced Amount, the Total Payments will be reduced to the Reduced Amount. Such reduction to the Total Payments shall, to the extent permitted by Section 280G and Section 409A, be in the order specified by the Executive or, if not specified or can’t be specified, be made by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of equity awards in the manner that results in the largest amount being paid to Executive and then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax.
(b) For purposes of determining whether the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax and for purposes of determining the Reduced Amount and the Net After-Tax Amount: (i) any other payments or benefits received or to be received by Executive in connection with a Change of Control or Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or with any individual, entity, or group of individuals or entities whose actions result in a Change of Control or any Person affiliated with the Company or such Persons) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the
Code shall be treated as subject to the Excise Tax, unless in the opinion of a tax advisor reasonably selected by the Company (“Tax Counsel”), such other payments or benefits (in whole or in part) should be treated by the courts as representing reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments; or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (a) above); (iii) in the event that Executive disputes any calculation or determination made by the Company, the matter shall be determined by Tax Counsel, the fees and expenses of which shall be borne solely by the Company; and (iv) Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Change of Control occurs, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the effective date of the Change of Control, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, taking into account applicable limitations on itemized deductions under the Code, as determined by Tax Counsel.
14.Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
______________________
Eaton
Eaton Center
1000 Eaton Boulevard
Cleveland, Ohio 44122
If to the Company:
Eaton
Eaton Center
1000 Eaton Boulevard
Cleveland, Ohio 44122
Attention: Office of the General Counsel
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d) The Company and its Affiliates may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(iv) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company or an Affiliate, the employment of the Executive by the Company or the applicable Affiliate is “at will” and, prior to the Effective Date, the Executive's employment may be terminated by either the Executive or the Company (or the applicable Affiliate) at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. In addition, this Agreement shall automatically and immediately terminate upon any transfer of the Executive’s employment, prior to the Effective Date, to any position with the
Company or an Affiliate as to which Change of Control Agreements, in the form of this Agreement, have not been made available by action of the Board and, in the event of such transfer of employment, the Executive shall have no further rights under this Agreement. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
(g) Notwithstanding any provision in this Agreement to the contrary, in the event of an Anticipatory Termination, any payments that are deferred compensation within the meaning of Section 409A of the Code that the Company or an Affilaite shall be required to pay or provide pursuant to Section 6(a) of this Agreement shall be paid or commence being provided no earlier than the first business day that is six months after the date of the Anticipatory Termination. In the event of an Anticipatory Termination, any payments or benefits that are not deferred compensation within the meaning of Section 409A of the Code that the Company or an Affiliate shall be required to pay or provide pursuant to Section 6(a) of this Agreement shall be paid or shall commence being provided on the date of the Change of Control.
(h) Within the time period permitted by the applicable governmental regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.
(i) Notwithstanding any other provision of this Agreement to the contrary, any payment required to be made or commence pursuant to this Agreement to a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) that is deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section 409A of the Code shall not be made or commence prior to the date that is six months following the Date of Termination.
(j) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A of the Code, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided
hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by the Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to the Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) the Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.
[officer name]
EATON CORPORATION
By
EATON CORPORATION PLC
By
CHANGE OF CONTROL AGREEMENT – Form B
AGREEMENT by among Eaton Corporation plc, an Irish limited company (the “Company”), Eaton Corporation, an Ohio corporation affiliated with the Company, and _________________ (the “Executive”), dated as of the [date].
The Board of Directors of the Company (the “Board” ) has determined that it is in the best interests of the Company and its shareholders to assure that the Company and its Affiliates (as defined below) will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company and its Affiliates currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
15.Certain Definitions.
(a) The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Company is terminated within the six months prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control (such a termination of employment, an “Anticipatory Termination”), then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment and the Executive shall be entitled to receive the
payments and benefits provided hereunder to the same extent as if the Executive’s Date of Termination had occurred on the date of the Change of Control.
(b) The “Change of Control Period” shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.
16.Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:
(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding Ordinary Shares of the Company (the “Outstanding Company Ordinary Shares”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition approved by the Board directly from the Company, (ii) any acquisition approved by the Board by the Company or any entity under the control of, or under control with, the Company (an “Affiliate”), (iii) any acquisition by a new parent entity if, following such acquisition, the shareholders of the Company holding the Outstanding Company Ordinary Shares immediately prior to that acquisition own immediately after such acquisition the common equity interests of such parent entity in substantially the same proportions as they owned the Outstanding Company Ordinary Shares, or (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate; or
(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(c) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred as a result of any transaction or series of transactions which the Executive, or any entity in which the Executive is a partner, officer or more than 50% owner initiates, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, the Executive, either alone or together with other individuals who are executive officers of the Company immediately prior thereto, beneficially owns, directly or indirectly, more than 10% of the then outstanding Ordinary Shares of the Company or the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation.
17.Employment Period. The Company hereby agrees to continue the Executive in its employ, or cause an Affiliate to continue such employment, and the Executive hereby agrees to remain in the employ of the Company or relevant Affiliate, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “Employment Period”).
18.Terms of Employment.
(a) Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed (x) remotely (and in accordance with policies of the Company or applicable Affiliate in effect from time to time), (y) at the location where the Executive was employed immediately preceding the Effective Date, or (z) at any office or location less than 35 miles from such location (in any case subject to travel requirements reasonably consistent with those prior to the Effective Date).
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid in cash at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its Affiliates in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date, and thereafter at least annually, in each case by a percentage not less than the average annual percentage merit increase in the Executive's base salary during the five (5) full calendar years (or such lesser number of years that the Executive has been employed by the Company and its Affiliates) immediately preceding the Effective Date. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.
(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash in an amount (the “Annual Bonus Amount”) at least equal to the Executive's target bonus amount (as defined in the Eaton Executive Incentive Plan, Senior Executive Incentive Plan, or any successor plan, as applicable (the “Applicable Incentive Plan”)) for the most recent year for which a target bonus amount was established before the Effective Date under the Applicable Incentive Plan, adjusted by the average of the Executive's individual
performance rating for each of the three most recent years ended before the Effective Date, but eliminating any Corporate Performance Factor (as defined in the Applicable Incentive Plan). Each such Annual Bonus shall be paid no later than March 15th of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with the provisions of any applicable Eaton deferred compensation plan (a “Deferred Compensation Plan”).
(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other similarly-situated executives of the Company and its Affiliates (including without limitation the Company's Deferred Compensation Plan, Limited Eaton Service Supplemental Retirement Income Plan, long-term Executive Strategic Incentive Plan (or successor long-term incentive plan) and Supplemental and/or Excess Benefits Plans, as and to the extent those plans are in effect from time to time), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliates for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other similarly-situated executives of the Company and its Affiliates.
(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other similarly-situated executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the Effective Date to other similarly-situated executives of the Company and its Affiliates.
(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its Affiliates in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, if applicable, use of an automobile and/or payment of related expenses in accordance with the most favorable plans, practices, programs and policies of the Company and its Affiliates in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(vi) Office and Support Staff. During the Employment Period but prior to any termination described in Sections 5 or 6 herof, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal administrative support and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its Affiliates at any time during the 120 day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its Affiliates as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates.
(ix) Clawback Policy. All compensation payable under this Agreement shall remain subject to the provisions of the Company’s Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results, or its successor (the “Clawback Policy”), as in effect as of the Effective Date.
19.Termination of Employment.
(a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 14(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.
(b) Cause. The Company or an Affiliate may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties;
(ii) the Executive pleading guilty or nolo contendere to, or being convicted of (a) any felony or (b) any crime involving moral turpitude, dishonesty, fraud or unethical business conduct;
(iii) the Participant’s material violation of the Company’s Code of Ethics or other applicable Company (or Affiliate’s) policies or procedures as are in effect from time to time; or
(iv) the Participant’s willful misconduct in the course of his or her continuous service, which is materially detrimental to the financial condition or business reputation of the Company or an affiliate, whether as a result of adverse publicity or otherwise.
For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of Eaton Corporation or a senior officer of the Company or an Affiliate or based upon the advice of counsel for the Company or an Affiliate shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) through (iv) above, and specifying the particulars thereof in detail.
(c) Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company or an Affiliate which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or Affiliate promptly after receipt of notice thereof given by the Executive;
(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(iii) the Company (or an Affiliate) requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof or the Company (or an Affiliate) requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; or
(iv) any purported termination by the Company or an Affiliate of the Executive's employment otherwise than as expressly permitted by this Agreement.
For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.
(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.
(e) Date of Termination. “Date of Termination” means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death or Disability, the date of death of
the Executive or the Disability Effective Date, as the case may be. The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 5 constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”
20.Obligations of the Companyupon Termination.
(a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company or its Affiliate shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:
(i) except as otherwise provided in this Section 6(a), the Company shall pay, or cause its Affiliate to pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, to the extent not theretofore paid to the Executive, (2) the amount, if any, which has been earned by the Executive with respect to any completed Incentive Year under the Eaton Incentive Compensation Plan or any successor thereto, and any completed Award Period under the Eaton Executive Strategic Incentive Plan or any successor thereto, in each case to the extent not theretofore paid to the Executive, and (3) with respect to each Award Period under the Eaton Executive Strategic Incentive Plan or any successor thereto which ends after the Date of Termination, the amount determined pursuant to the applicable award agreement) (the amount described in clause (3), the “Pro-Rata Bonus,” and the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the product of (1) two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Annual Bonus Amount;
(ii) for two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company or its Affiliate shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans,
programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly-situated executives of the Company and its Affiliates and their families, provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed for two years after the Date of Termination and to have retired on the last day of such period, and for purposes of any reimbursement of eligible expenses to the Executive and/or the Executive’s family under the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement incurred following the first eighteen months of continuation coverage under this Section 6(a)(ii), such reimbursement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred (the amount of continued coverage and benefits that the Company is obligated to provide pursuant to this paragraph in any given calendar year shall not affect the amount of continued coverage and benefits that the Company is obligated to provide in any other calendar year, and the Executive's right to have the Company provide such continued coverage and benefits may not be liquidated or exchanged for any other benefit); provided, further, that to the extent it is impossible or impracticable to provide a specific employee benefit, the Company shall pay the Executive a cash amount equal to the Company cost of providing such benefit for similarly-situated active employees, payable at the same times as the costs for providing such benefits would have been incurred.
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company or its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); provided, however that to the extent that any Other Benefits are deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section
409A of the Code, such Other Benefits shall not be paid or provided before the first business day that is six months after the Date of Termination.
Notwithstanding the foregoing, the Company shall pay to the Executive the amounts described in (A)(3) and (B) in a lump sum in cash on the first business day that is six months after the Date of Termination to the extent required by Section 409A of the Code.
(b) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and Affiliates to the estates and beneficiaries of similarly-situated executives of the Company and such Affiliates under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other similarly-situated executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to other similarly-situated executives of the Company and its Affiliates and their beneficiaries.
(c) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination; provided, however, that the Pro-Rata Bonus shall be paid on the first business day that is six months after the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliates to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other similarly-situated executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other similarly-situated executives of the Company and its Affiliates and their families; provided, however that to the extent that any Other Benefits are deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section 409A of the Code, such Other Benefits shall not be paid or provided before the first business day that is six months after the Date of Termination.
(d) Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) the Annual Base Salary through the Date of Termination and (y) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination, provided, however, that the Pro-Rata Bonus will be paid to the Executive on the first business day that is six months after the Date of Termination. Notwithstanding the foregoing, to the extent that any Other Benefits required to paid pursuant to this Section 6(d) are deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section 409A of the Code, such Other Benefits shall not be paid or provided before the first business day that is six months after the Date of Termination.
21.Termination of Agreement in Connection With Change of Control. In the event of a change of control as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (for purposes of this Section 7 only, a “Change of Control Event”), the Board shall have the authority, in its sole discretion, to terminate the Agreement pursuant to an irrevocable action taken by the Board within the 30 days preceding the Change of Control Event, provided that this Section 7 will only apply to a payment under the Agreement if all agreements, methods, programs, and other arrangements sponsored by the service recipient immediately after the time of the Change of Control Event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Section 1.409A-1(c)(2) of the
Treasury Regulations are terminated and liquidated with respect to the Executive, so that under the terms of the termination and liquidation the Executive is required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the Board irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section, where the Change of Control Event results from an asset purchase transaction, the service recipient with the discretion to liquidate and terminate the agreements, methods, programs and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation. If the Agreement is terminated pursuant to this Section 7, the Company or the applicable Affiliate shall pay to the Executive in a lump sum in cash within 12 months of the date the Board irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements, the amount that would have been payable to the Executive if during the Employment Period the Company or Affiliate had terminated the Executive’s employment other than for Cause or Disability or if the Executive had terminated his employment for Good Reason in accordance with Section 6(a) of this Agreement.
22.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive may qualify, nor, subject to the last sentence of this Section 8 and to Section 14(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive becomes entitled to receive severance benefits under Section 6(a) hereof, such severance benefits shall be in lieu of any benefits under any severance or separation plan, program or policy of the Company or any of its Affiliates to which the Executive would otherwise have been entitled.
23.Full Settlement; Legal Fees. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, at any time from the Effective Date through the Executive's remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 9 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive's right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.
24.Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
25.Executive Covenants.
(a) Noncompete/Nonsolicit. During the Executive’s employment with the Company and its Affiliates during the Change of Control Period and for one (1) year following the Date of Termination if the Date of Termination occurs during the Change of Control Period, the Executive shall not, directly or indirectly (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 5% of the outstanding stock of a publicly-held company):
(i) provide services to any corporation or other entity, regardless of form, that is engaged in any business or enterprise that is the same as, or substantially the same as, the business of the Company for that part of the enterprise in which Executive has directly worked or had significant, direct exposure during Executive’s employment with the Company in the two (2) year period preceding the Date of Termination; or
(ii) directly or indirectly solicit for employment, hire, or work as an independent contractor, any person or entity who is an employee or service provider of the Company or any of its Affiliates or was employed or engaged by the Company or its Affiliates to provide services (whether as an independent representative, consultant, agent or employee) in the 12 months prior to the Date of Termination; provided, however, a broadly published recruitment advertisement that is not directed at any of the foregoing individuals shall not by itself be deemed a violation of this Section 11(a)(ii); or
(iii) divert or attempt to divert from the Company or its Affiliates any business with any customer, partner or other person with which the Company or its Affiliates had any material business contact or association during the Executive’s employment with the Company, or induce or attempt to induce any customer, partner or other person with which the Company or its Affiliates had any material business contact or
association to reduce or refrain from doing business with the Company or its Affiliates.
(b) Enforceability. If any restriction or provision set forth in Section 11(a) is found by any court of competent jurisdiction to be unenforceable because it is excessively broad, extends for too long a period of time, or covers too great a range of activities or too broad a geographic area, the parties agree that such restriction or provision shall be construed and interpreted to extend only over the maximum period of time, range of activities, or geographic area which is found by such court to be enforceable.
(c) Remedies; Injunctive Relief. The parties acknowledge and agree that restrictions contained in Section 11(a) are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of Section 11(a) may cause the Company substantial and irrevocable damage that is difficult to measure. Therefore, if there is any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to seek an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Agreement and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.
26.Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
27.“Golden Parachute” Excise Tax.
(a) In the event the Executive becomes entitled to receive payments and benefits hereunder or otherwise and such payments and benefits (the “Total Payments”) will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall compute the “Net After-Tax Amount,” and the “Reduced Amount,” and shall adjust the Total Payments as described below. The Net After-Tax Amount shall mean the present value of all amounts payable to Executive hereunder, net of all federal income, excise and employment taxes imposed on Executive by reason of such payments. The Reduced Amount shall mean the largest aggregate amount of the Total Payments that if paid to Executive would result in Executive receiving a Net After-Tax Amount that is equal to or greater than the Net After-Tax Amount that Executive would have received if the Total Payments had been made. If the Company determines that there is a Reduced Amount, the Total Payments will be reduced to the Reduced Amount. Such reduction to the Total Payments shall, to the extent permitted by Section 280G and Section 409A, be in the order specified by the Executive or, if not specified or can’t be specified, be made by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of equity awards in the manner that results in the largest amount being paid to Executive and then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax.
(b) For purposes of determining whether the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax and for purposes of determining the Reduced Amount and the Net After-Tax Amount: (i) any other payments or benefits received or to be received by Executive in connection with a Change of Control or Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or with any individual, entity, or group of individuals or entities whose actions result in a Change of Control or any Person affiliated with the Company or such Persons) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the
Code shall be treated as subject to the Excise Tax, unless in the opinion of a tax advisor reasonably selected by the Company (“Tax Counsel”), such other payments or benefits (in whole or in part) should be treated by the courts as representing reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments; or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (a) above); (iii) in the event that Executive disputes any calculation or determination made by the Company, the matter shall be determined by Tax Counsel, the fees and expenses of which shall be borne solely by the Company; and (iv) Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Change of Control occurs, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the effective date of the Change of Control, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, taking into account applicable limitations on itemized deductions under the Code, as determined by Tax Counsel.
28.Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
______________________
Eaton
Eaton Center
1000 Eaton Boulevard
Cleveland, Ohio 44122
If to the Company:
Eaton
Eaton Center
1000 Eaton Boulevard
Cleveland, Ohio 44122
Attention: Office of the General Counsel
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d) The Company and its Affiliates may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(iv) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company or an Affiliate, the employment of the Executive by the Company or the applicable Affiliate is “at will” and, prior to the Effective Date, the Executive's employment may be terminated by either the Executive or the Company (or the applicable Affiliate) at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. In addition, this Agreement shall automatically and immediately terminate upon any transfer of the Executive’s employment, prior to the Effective Date, to any position with the
Company or an Affiliate as to which Change of Control Agreements, in the form of this Agreement, have not been made available by action of the Board and, in the event of such transfer of employment, the Executive shall have no further rights under this Agreement. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
(g) Notwithstanding any provision in this Agreement to the contrary, in the event of an Anticipatory Termination, any payments that are deferred compensation within the meaning of Section 409A of the Code that the Company or an Affilaite shall be required to pay or provide pursuant to Section 6(a) of this Agreement shall be paid or commence being provided no earlier than the first business day that is six months after the date of the Anticipatory Termination. In the event of an Anticipatory Termination, any payments or benefits that are not deferred compensation within the meaning of Section 409A of the Code that the Company or an Affiliate shall be required to pay or provide pursuant to Section 6(a) of this Agreement shall be paid or shall commence being provided on the date of the Change of Control.
(h) Within the time period permitted by the applicable governmental regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.
(i) Notwithstanding any other provision of this Agreement to the contrary, any payment required to be made or commence pursuant to this Agreement to a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) that is deferred compensation within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and subject to the requirements of Section 409A of the Code shall not be made or commence prior to the date that is six months following the Date of Termination.
(j) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A of the Code, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided
hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by the Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to the Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) the Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.
[officer name]
EATON CORPORATION
By
EATON CORPORATION PLC
By
48
Document
Exhibit 10(i)
SECOND AMENDMENT
TO
EATON SUPPLEMENTAL RETIREMENT PLAN
The Eaton Supplemental Retirement Plan, presently maintained under a document effective as of January 1, 2013 (the “Plan”), is hereby amended in the respects hereinafter set forth.
1.Effective as of November 1, 2023, by substituting the phrase “Retirement and Investment Committee” for the phrase “Pension Administration Committee” where the latter appears in the definition of “Committee” in Article I of the Plan.
2.Effective as of November 1, 2023, by deleting the definition of “Pension Investment Committee” where it appears in Article I of the Plan.
3.Effective January 1, 2023, by replacing the fourth sentence of Section 2.2 of the Plan with the following:
“If a Participant fails to properly designate a Beneficiary in accordance with this Section 2.2, then his Beneficiary shall be determined in accordance with the terms of Section 2.1(iii) of the ESP.”
4.Effective as of November 1, 2023, by substituting the phrase “Committee” for the phrase “Pension Investment Committee” wherever the latter appears in Article IV of the Plan.
5.Effective as January 1, 2023, by substituting the phrase “Eaton Corporation Retirement Appeals Committee” for the phrase “Committee” wherever the latter appears in the second and fourth sentences of Section 6.3 of the Plan.
6.Effective as of January 1, 2023, by adding the attached Supplemental Addendum Re: Excess Transitional Pay Credit to the Plan immediately following the Supplemental Addendum Re: Cooper Legacy Benefit thereof.
* * *
IN WITNESS WHEREOF, the Retirement and Investment Committee has caused this amendment to be executed at Cleveland, Ohio on this _21_ day of December 2023 by the undersigned duly authorized person.
RETIREMENT AND INVESTMENT COMMITTEE
By:
Title:
SUPPLEMENTAL ADDENDUM RE:
EXCESS TRANSITIONAL PAY CREDIT
The following provisions shall apply with respect to any Excess Transitional Pay Credit (as defined below) to the Account of a TP-Eligible Participant (as defined below) and shall supersede any corresponding provision of the Plan which conflicts with the provisions of this Supplemental Addendum.
Eligibility. Participation under this Supplemental Addendum is limited to those employees of the Controlled Group (each, a “TP-Eligible Participant”) who (a) are eligible to receive Transitional Pay Contributions (as defined in the ESP) under the ESP pursuant to and in accordance with the eligibility criteria applicable under the ESP, and (b) whose Transitional Pay Contributions under the ESP are limited by reason of (i) Section 401(a)(17) of the Code and/or Section 415 of the Code, and/or (ii) the deferral of certain income which, but for the deferral, would be included in the definition of “Retirement Compensation” under the ESP.
Credit. With respect to each payroll period during the Transition Period (as defined in the ESP), there shall be credited to each TP-Eligible Participant’s Account under the Plan an amount (an "Excess Transitional Pay Credit") equal to the excess, if any, of:
(a)the Transitional Pay Contribution that would have been made under the ESP on behalf of the TP-Eligible Participant with respect to such payroll period if (i) the limitations imposed by Sections 401(a)(17) of the Code and Section 415 of the Code did not apply, and (ii) the definition of “Retirement Compensation” used in the ESP included the TP-Eligible Participant’s voluntary deferrals of compensation under the Eaton Corporation Deferred Incentive Compensation Plan II (or its successor), over
(b)the Transitional Pay Contribution actually made under the ESP on behalf of the TP-Eligible Participant with respect to such payroll period.
Each Excess Transitional Pay Credit shall at all times be subject to the terms and conditions of the Plan, except as specifically set forth in this Supplemental Addendum.
Vesting. The portion of each TP-Eligible Participant’s Account attributable to Excess Transitional Pay Credits (as adjusted for crediting of gains, earnings and losses) shall become vested at the same time, to the same extent and under the same circumstances as such TP-Eligible Participant’s Transitional Pay Contribution Account (as defined in the ESP) becomes vested under the ESP.
Forfeiture. The unvested portion of each TP-Eligible Participant’s Account attributable to Excess Transitional Pay Credits (as adjusted for crediting of gains, earnings and losses) shall be forfeited automatically without further action or notice upon the Separation from Service of such TP-Eligible Participant.
Duration. No further Excess Transitional Pay Credits shall be made under the Plan with respect to any payroll period after the expiration of the Transition Period (as defined in the ESP).
Withholding of Taxes. For purposes of clarity, the authority of a Controlled Group member under Sections 8.9(a) and (b) of the Plan to withhold required taxes with respect to payments made and benefits credited under the Plan shall apply equally to payments made and benefits credited in accordance with this Supplemental Addendum.
Document
Exhibit 10(j)
THIRD AMENDMENT
TO THE
EATON SUPPLEMENTAL RETIREMENT PLAN
The Eaton Supplemental Retirement Plan, presently maintained under a document effective as January 1, 2013 (the "Plan"), is hereby amended in the respects hereinafter set forth.
1. Effective January 1, 2024, by substituting the following for Section 3.l(a) of the
Plan:
"(a) the Eaton Retirement Contribution that would have been made under the ESP on behalf of the Eligible Employee for such payroll period if: (i) the limitations imposed by Sections 40l(a)(l 7) ru1d 415 of the Code did not apply, and (ii) the definition of 'Retirement Compensation' used in the ESP included the Eligible Employee's voluntary deferrals of compensation under the Eaton Corporation Deferred Incentive Compensation Plan II (or its successor) and the portion of base salary that is attributable to service as a member of the Board (defined as the quarterly payments paid through Ireland-based payroll in lieu of U.S. pay), over"
* * * *
IN WITNESS WHEREOF, the Retirement and Investment Committee has caused this amendment to be executed at Cleveland, Ohio on this 29 day of December, 2024, by the undersigned duly authorized person.
Retirement and Investment Committee
By:
Title:
| 1 |
|---|
Document
Exhibit 10(k)
LIMITED EATON SERVICE
SUPPLEMENTAL RETIREMENT INCOME PLAN II
The Limited Eaton Service Supplemental Retirement Income Plan II (herein referred to as the "Plan"), an unfunded, nonqualified deferred compensation plan adopted by Eaton
Corporation (the “Company”) on December 8, 2004, for certain of its executives, is set forth below as amended and restated effective January 1, 2008, and such other dates as may be provided herein.
ARTICLE I
PURPOSE OF THE PLAN
Upon becoming employed by the Company, certain key executives may have foregone retirement benefits from their former employer and may not be able to earn adequate pension benefits from the Company. The Company believes that it is in the best interest of the Company to be able to attract and retain such mid-career executives. The purpose of the Plan is to provide each such executive with retirement income in an amount as set forth in Article IV, and thereby provide a total pension benefit that is comparable to the benefit the executive would have received if he or she had not agreed to the mid-career change in employment.
ARTICLE II
ELIGIBILITY
Any executive of the Company designated by the Committee shall be eligible to participate under the Plan (a "Participant").
ARTICLE III
DEFINITIONS
As used in the Plan the following definitions shall apply:
“Average Final Annual Compensation.” The Participant's Average Final Annual Compensation determined as if he or she is eligible to participate under Appendix A of the Pension Plan.
“Board.” The Board of Directors of the Company.
“Cause.” For purposes of this Plan, the Company shall have ''Cause" to terminate the Participant's employment upon (i) the willful and continued failure by the Participant to substantially perform the Participant's duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the
"Change in Control." A ''Change in Control'' shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding voting securities, (ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 55 percent of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act")) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary of the Company, (iv) any "person" (as such term is used in Sections 3(a)(9) and B(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding securities; or (v) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of the Plan, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d-3(d)(l)(i) of the Exchange Act (as then in effect).
“Committee.” The Compensation and organization Committee of the Board.
“Credited Service.” The service credited to a Participant as “Service” under the Pension Plan.
“Disability.” Any termination of employment which entitles the Participant to a disability benefit under the Pension Plan.
"Good Reason." Any termination of employment under the following circumstances shall be for "Good Reason":
(i)without the Participant's express written consent, the assignment to the Participant of any duties inconsistent with the Participant's positions, duties, responsibilities and status with the Company immediately prior to a Change in Control, or a change in the Participant's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control, or any removal of the Participant from or any failure to re-elect the Participant to any of such positions, except in connection with the termination of the Participant's employment for Cause, Disability or as a result of the Participant's death;
(ii)a reduction by the Company in the Participant's base salary as in effect immediately prior to the Change in Control or as the same may be increased from time to time thereafter; or the failure by the Company to increase such base salary each year after a Change in Control by an amount which at least equals, on a percentage basis, the average annual percentage merit increase in the Participant's base salary during the five (5) full calendar years immediately preceding a Change in Control;
(iii)a failure by the Company to continue the Participant's participation in the Plan, the Company's Executive Incentive Compensation Plan, Deferred Incentive Compensation Plan II, Executive Strategic Incentive Plan, Incentive Compensation Deferral Plan II, Excess Benefits Plan II and Supplemental Benefits Plan II, as each plan may be modified from time to time but substantially in the form presently in effect (collectively, the "Plans"), on at least the basis as in effect immediately prior to the Change in Control or to pay Participant any amounts earned under the Plans in accordance with the terms of the Plans.
(iv)the relocation of the Company's principal executive offices to a location outside Cuyahoga County, Ohio, or any county adjoining Cuyahoga County, Ohio, or the Company's requiring the Participant to be based anywhere other than the Company's principal executive offices or the location where the Participant is based immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially consistent with the Participant's business travel obligations in effect immediately prior to the Change in Control, or, in the event the Participant consents to any such relocation of the Company's principal executive offices, the failure by the Company to pay (or reimburse the Participant for) all reasonable moving expenses incurred by the Participant relating to a change of the Participant's principal residence in connection with such relocation and to indemnify the Participant against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) the Participant1s aggregate investment in such residence or (b) the fair market value of such residence as determined by any real estate appraiser designated by the Participant and reasonably satisfactory to the Company) realized in the sale of the Participant's principal residence in connection with any such change of residence;
(v)the failure by the Company to continue in effect any benefit or compensation plan (including but not-limited to the Plan), pension plan, life insurance plan, health and accident plan or disability plan in which the Participant is participating at the time of a Change in Control (or plans providing the Participant with substantially similar benefits), the taking of any action by the Company which would adversely affect the Participant's participation in or materially reduce the Participant's benefits under any of such plans or deprive the Participant of any material fringe or personal benefit enjoyed by the Participant at the time of the Change in Control, or the failure by the Company to provide the Participant with the number of paid vacation days to which the Participant is then entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control;
(vi)the failure of the Company to obtain the agreement by any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets of the Company, by agreement in form and substance satisfactory to Participant, to expressly assume this Plan and the obligations of the Company hereunder; or
(vii)any purported termination of the Participant's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of a Notice of Termination as herein defined (and. if applicable, the definition of "Cause" as herein defined); and for purposes of the Plan, no such purported termination shall be effective.
''Notice of Termination." Any termination of the Participant's employment by the Company for Cause or Disability or by the Participant for Good Reason shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Plan, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment under the provision so indicated.
“Pension Plan.” The Pension Plan for Eaton Corporation Employees.
“Supplement.” The annual amount of retirement income payable to the Participant in accordance with the provisions of the Plan. This amount is calculated as follows:
(a)the Participant's Average Final Annual Compensation, multiplied by the applicable percentage from Table A in Section 4.01 associated with the Participant's age and service, MINUS
(b)the Participant's annual benefits payable from the (i) Pension Plan, (ii) the Limited Eaton Service Supplemental Retirement Income Plan, the Supplemental Benefits Plan, and the Excess Benefits Plan (the "Grandfathered Offset Benefit"), and (iii) the Supplemental Benefits Plan II and the Excess Benefits Plan II (collectively, the "Offset Benefits"), assuming payment in the form of a single life annuity based on factors and
assumptions used for such purpose under the Pension Plan, whether or not payment is or can be made in such form under any of the arrangements listed in this paragraph (b).
The Grandfathered Offset Benefit shall be determined with reference to the present value of the
aggregate amounts to which he would have been entitled under the arrangements listed in clause
(ii) of this paragraph (b) if the Participant had voluntarily terminated services without Cause on December 31, 2004, and received a payment of the benefits in the form with the maximum value available from those arrangements on the earliest possible date allowed thereunder to receive a payment of benefits following a termination of services. Notwithstanding the foregoing, the Grandfathered Offset Benefit may increase to reflect the present value of the benefits the Participant actually becomes entitled to, in the form and at the time actually paid, determined under the terms of the arrangements listed in clause (ii) of paragraph (b), as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than a participant election with respect to the time or form of an available benefit). For purposes of calculating the present value of a benefit under this paragraph, reasonable actuarial assumptions and methods must be used.
“Termination of Employment.” The date the Participant's Service ends under the Pension
Plan.
ARTICLE IV
AMOUNT OF SUPPLEMENT
Section 4.01. Calculation of Supplement. The annual retirement income payable under the Plan shall be calculated by reference to Table A below. There is no amount under age 55 and the full percentage available is earned at attainment of age 62.
Table A
Percentage of Average Final Annual Compensation
For Participants with Less Than 15 Years of Credited Service
Months
| Age* | 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 55 | 25.0% | 25.3% | 25.5% | 25.8% | 26.0% | 26.3% | 26.5% | 26.8% | 27.0% | 27.3% | 27.5% | 27.8% |
| 56 | 28.0% | 28.3% | 28.5% | 28.8% | 29.0% | 29.3% | 29.5% | 29.8% | 30.0% | 30.3% | 30.5% | 30.6% |
| 57 | 31.0% | 31.3% | 31.5% | 31.8% | 32.0% | 32.3% | 32.5% | 32.B% | 33.0% | 33.3% | 33.5% | 33.8% |
| 58 | 34.0% | 34.3% | 34.5% | 34.6% | 35.0% | 35.3% | 35.5% | 35.6% | 36.0% | 36.3% | 36.5% | 36.8% |
| 59 | 37.0% | 37.3% | 37.5% | 37.8% | 38.0% | 36.3% | 38.5% | 38.8% | 39.0% | 39.3% | 39.5% | 39.8% |
| 60 | 40.0% | 40.2% | 40.3% | 40.5% | 40.7% | 40.8% | 41.0% | 41.2% | 41.3% | 41.5% | 41.7% | 41.8% |
| 61 | 42.0% | 42.2% | 42.3% | 42.5% | 42.7% | 42.8% | 43.0% | 43.2% | 43.3% | 43.6% | 43.7% | 43.8% |
| 62 | 44.0% | |||||||||||
| 62 | 44.0% |
For Participants with At Least 15 Years of Credited Service
| Age* | 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 55 | 2B.5% | 28.8% | 29.1% | 29.4% | 29.7% | 30.0% | 30.3% | 30.5% | 30.8% | 31.1% | 31.4% | 31.7% |
| 56 | 32.0% | 32.3% | 32.6% | 32.9% | 33.2% | 33.6% | 33.8% | 34.0% | 34.3% | 34.6% | 34.9% | 35.2% |
| 57 | 35.5% | 35.8% | 36.1% | 36.4% | 36.7% | 37.0% | 37.3% | 37.5% | 37.8% | 38.1% | 38.4% | 36.7% |
| 58 | 39.0% | 39.3% | 39.6% | 39.9% | 40.2% | 40.5% | 40.8% | 41.0% | 41.3% | 41.6% | 41.9% | 42.2% |
| 59 | 42.5% | 42.8% | 43.1% | 43.4% | 43.7% | 44.0% | 44.3% | 44.5% | 44.8% | 45.1% | 45.4% | 45.7% |
| 60 | 46.0% | 46.2% | 46.3% | 46.5% | 46.7% | 46.8% | 47.0% | 47.2% | 47.3% | 47.5% | 47.7% | 47.8% |
| 61 | 48.0% | 48.2% | 48.3% | 48.5% | 48.7% | 46.B% | 49.0% | 49.2% | 49.3% | 49.5% | 49.7% | 49.8% |
| 62 | 60.0% |
Months
*Age at Termination of Employment.
Section 4.02. No Interest Created. Neither the Participant nor his or her surviving spouse shall have any interest in any specific asset of the Company, including policies of insurance. The Participant and his or her surviving spouse or beneficiary shall have only the right to receive the benefits provided under the Plan.
Section 4.03. Determination of Amount. The Supplement shall be calculated assuming that the Offset Benefits commence on the same date as the Supplement.
Section 4.04. Form of Payment. The Supplement shall be paid to the Participant in a single sum payment. The benefit payable shall be actuarially adjusted by using the same actuarial factors as used under the Pension Plan for converting the normal form of benefit to an actuarially equivalent optional benefit.
Section 4.05. Benefit Payment Date. The amount of the benefit payable to a Participant under the Plan shall be calculated as of his "calculation date" which is the first day of the month next following the date of his separation from service (within the meaning of Section 409A of the Code, meaning that a Participant whose level of bona fide services is permanently decreased to no more than twenty (20) percent of the average level of bona fide services performed over the preceding 36-month period shall incur a separation from service for purposes of the Plan) on or after the date he has attained age 55. Such amount shall be credited with interest based on the "applicable interest rate" determined under Section 417(e) of the Code (in the manner used under
the Pension Plan) until his benefit payment date determined under this Section 4.05. A Participant's benefit shall be paid on or about the first day of the third month next following the date of his separation from service (within the meaning of Section 409A of the Code, as further described above) on or after the date he has attained age 55. Notwithstanding the foregoing, in the case of a Participant who is determined by the Company to be a "specified employee" within the meaning of Section 409A of the Code and applicable Treasury regulations, payment shall not in any event be made until the first business day of the month which is six (6) months after the date of his separation from service hereunder (or, if earlier, the date of death of the Participant).
If the Participant receives payment of the benefit hereunder before the normal benefit commencement date under the Pension Plan, the benefit payable under Section 4.01 shall also be reduced by applying the same factors that would be applied for such purpose under the Pension Plan. In the event a Participant becomes entitled to an additional benefit under the Plan after his calculation date (by reason of the additional accrual of benefits under the Pension Plan while on long term disability, for example), the amount of any such additional benefit shall be calculated as of December 31 of each calendar year beginning with the year following the year in which his
initial calculation date falls and shall be paid to him within the ninety (90) day period following.
ARTICLEV
PAYMENT OF SUPPLEMENT
Section 5.01. General Obligation and Vesting. The Company will pay the Supplement to Participant in a single sum on the date determined under Section 4.05. Notwithstanding anything herein to the contrary, the Company shall have no obligation to pay the Supplement to the Participant if the Participant terminates employment with the Company (a) for any reason prior to age 55, or (b) with less than ten (I 0) years of Credited Service unless the Participant is age 65 at the time of termination of employment.
Section 5.02. Death. If the Participant dies after attaining age 55 and while employed by the Company (regardless of the Participant's Credited Service), the Company will pay a benefit to the Participant's surviving spouse calculated in accordance with the Plan. The surviving spouse will receive fifty (50) percent of the benefit that would have been payable to the Participant if the Participant had not less than ten (I0) years of Credited Service and terminated on the date of death, payable in a single sum within ninety (90) days following the date of death.
Notwithstanding the foregoing, a Participant may elect a beneficiary other than his or her spouse (as permitted under the Pension Plan except that no spousal consent shall be required), with the benefit amount determined in the same manner as for a surviving spouse and payable in a single sum within ninety (90) days following the date of death. For this single sum calculation, the nonspouse beneficiary shall be assumed to have the same age as the Participant, If a Participant dies after Termination of Employment but before commencement of benefits, the payment due to the surviving spouse or other beneficiary shall be calculated using the method described above.
ARTICLE VI
COVENANTS OF PARTICIPANT
By accepting payments hereunder the Participant covenants that for a period of three (3) years after the Participant leaves the employment of the Company, he or she will not engage in any activities which, in the opinion of the Company, are in competition with the Company or any
of its subsidiaries without first obtaining the written consent of the Company; provided, however, that this provision shall not apply if, within five (5) years after a Change in Control, the Participant's employment with the Company is terminated by the Participant for Good Reason or by the Company without Cause.
ARTICLE VII
LOSS OF BENEFITS
If the Participant fails to observe or perform any of the covenants by the Participant contained herein in any material respect, the Participant shall forfeit all rights which he or she may have to any benefits for which provision is made herein.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Assignment. Except as otherwise provided herein, neither the Participant nor any beneficiary for which provision is made herein shall have the right to sell, alienate, anticipate, assign, transfer, pledge, encumber or otherwise convey the right to receive the Supplement.
Section 8.02. No Contract of Employment. The Plan shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company to discharge the Participant, or restrict the right of the Participant to terminate his or her employment with the Company.
Section 8.03. Security. The rights of the Participant under the Plan shall be solely those of an unsecured creditor of the Company. Any securities or fixed or other assets acquired by the Company in order to be able to satisfy the liabilities assumed by it hereunder, shall not be deemed to be held under any trust for the benefit of the Participant or to be considered security for the performance of the obligations of the Company but shall be, and remain, general, unpledged, unrestricted assets of the Company.
Section 8.04. Governing Law. The Plan shall be subject to and construed under the laws of the State of Ohio, without giving effect to any conflicts of laws principles thereunder.
Section 8.05. Amendment and Termination. The Company may at any time amend or terminate the Plan. Notwithstanding the foregoing, upon the occurrence of a Change in Control, no amendment or termination shall, without the consent of the Participant, alter or impair any vested rights of the Participant under the Plan based upon the Participant's age and years of Credited
Service at the time of such amendment or termination or the manner in which amounts are to be paid to the Participant or his or her surviving spouse or beneficiary under the Plan.
Section 8.06. Plan Termination Preceding Change in Control. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire benefit to the Participant or, if applicable, his Beneficiary, pursuant to an irrevocable action taken by the Board within the thirty (30) days preceding a change in control of the Company (within the meaning of Section 409A of the Code), provided that this Section 8.06 will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the service recipient immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Treasury Regulation§ l.409A-l(c) (2) are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation defined under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section 8.06, where the change in control event results from an asset purchase transaction, the applicable service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.
Section 8.07. American Jobs Creation Act. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Company to reflect or othe1wise facilitate compliance with such provisions with respect to amounts deferred on or after January 1, 2005, including as contemplated by Section 885(f) of the American Jobs Creation-Act of 2004.
APPROVAL AND ADOPTION
The Limited Eaton Service Supplemental Retirement Income Plan II as mended and restated in the form attached hereto is hereby approved and adopted.
Date: October 27, 2007
Name
Title
Name
Title
FIRST AMENDMENT
TO
LIMITED EATON SERVICE
SUPPLEMENTAL RETIREMENT INCOME PLAN II
(January 1, 2008 Restatement)
WHEREAS, the Company maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan II under a January 1, 2008 Restatement, as amended (the "Plan"); and
WHEREAS, the Company reserves the right to amend the Plan; and
WHEREAS, the Company wishes to amend the Plan in order to reflect the corporate restructuring of Eaton Corporation pursuant to which common shares of Eaton Corporation will be converted into ordinary shares of Eaton Corporation plc.
NOW THEREFORE, the Plan is amended, effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries pie, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, as follows:
- The definition of "Board" in Article III of the Plan is hereby amended in its entirety to read as
follows:
“Board.” The Board of Directors of Eaton Corporation plc.
The definition of “Change in Control" in Article III of the plan is hereby amended by replacing "Company" with "Eaton Corporation plc" in each place "Company" appears.
The first sentence of Section 8.05 of the Plan is hereby amended in its entirety to read as follows:
The Company fully expects to continue the Plan but it reserves the right, at any time or from time to time, by action of the Board, to modify or amend the Plan, in whole or in part, or to terminate the Plan, in whole or in part, at any time and for any reason, including, but not limited to, adverse changes in federal tax laws.
- Section 8.06 of the Plan is hereby amended by replacing "Company" with "Eaton Corporation plc" in the one place "Company" appears.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed through duly authorized persons on this 29th day of November, 2012.
EATON CORPORATION
By:
Title:
SECOND AMENDMENT
TO
LIMITED EATON SERVICE
SUPPLEMENTAL RETIREMENT INCOME PLAN II
(January 1, 2008 Restatement)
WHEREAS, the Company maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan II under a January 1, 2008 Restatement, as amended (the "Plan"); and
WHEREAS, the Company reserves the right to amend the Plan; and
WHEREAS, the Company wishes to amend the Plan in order to provide clarification with respect to beneficiary designations.
NOW THEREFORE, the Plan is amended, effective as of January 1, 2016, to provide as follows:
1. Section 5.02 of the Plan is hereby amended to read as follows:
Section 5.02. Death. If the Participant dies after attaining age 55 and while employed by the Company (regardless of the Participant's Credited Service), the Company will pay a benefit to the Participant's designated beneficiary in the form of a single sum within ninety (90) days following the Participant's date of death. The benefit shall be equal to fifty (50) percent of the benefit that would have been payable to the Participant if the Participant had not less than ten (10) years of Credited Service and terminated on the date of death. A Participant may elect a beneficiary other than his or her spouse (as permitted under the Pension Plan except that no spousal consent shall be required) with respect to any benefit payable under the Plan by reason of his or her death. In the event that the Participant has not made a beneficiary designation under the Plan, the beneficiary under the Plan shall be as determined under the Pension Plan. For this single sum calculation, a nonspouse beneficiary shall be assumed to have the same age as the Participant. If a Participant dies after Termination of Employment but before commencement of benefits, the payment due to the surviving spouse or other beneficiary shall be calculated using the method described above.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed through duly authorized persons on this 14th day of December, 2016
EATON CORPORATION
By:
Title:
THIRD AMENDMENT
TO
LIMITED EATON SERVICE
SUPPLEMENTAL RETIREMENT INCOME PLAN II
(January 1, 2008 Restatement)
WHEREAS, Eaton Corporation (the "Company") maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan II under a January 1, 2008 Restatement, and as further amended (the "Plan"); and
WHEREAS, the Company reserves the right to amend the Plan;
WHEREAS, benefits under the Plan are subject to vesting conditions whereby all Plan benefits will be forfeited upon termination of a participant's employment with the Company prior to age 55 or with less than 10 years of credited service (unless the participant is age 65 at the time of termination); and
WHEREAS, the Company wishes to amend the Plan in order to provide the Compensation and Organization Committee of the Board of Directors of Eaton Corporation plc with the authority, in its sole and absolute discretion to waive the vesting conditions of the Plan with respect to a Participant who otherwise would not meet those vesting conditions at the time of his or her termination of employment.
NOW THEREFORE, the Plan is amended, effective as of July 23, 2019, to provide as follows:
1.Article III of the Plan is hereby amended to add a new definition of the term "Code", to read as follows:
"Code." The Internal Revenue Code of 1986, as amended.
2.The second sentence of Section 4.01 of the Plan is hereby amended to read as follows:
Except as may be provided by the Committee pursuant to Section 5.01, there is no amount under age 55 and the full percentage available is earned at attainment of age 62.
3.Section 5.01 of the Plan is hereby amended to read as follows:
Section 5.01. General Obligation and Vesting. The Company will pay the Supplement to the Participant in a single lump sum on the date determined under Section 4.05. Except as otherwise provided pursuant to this Section 5.01 and notwithstanding any other provision of the Plan to the contrary, the Company shall have no obligation to pay the Supplement to the Participant if the Participant terminates employment with the Company (a)
for any reason prior to age 55, or (b) with less than ten (10) years of Credited Service unless the Participant is age 65 at the time of Termination of Employment. Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may (x) waive the vesting conditions of the immediately preceding sentence with respect to a Participant who otherwise would not meet those conditions at the time of his or her Termination of Employment, and (y) determine the applicable percentage of such Participant's Average Final Annual Compensation from the Company to be used in calculating the Supplement payable to the Participant in the event of such a waiver; provided, however, that in no event shall such a waiver result in a change in the time or form of payment of the Participant's Supplement, except as may be permitted by Section 409A of the Code.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed through duly authorized persons on this 23 day of July, 2019.
EATON CORPORATION
By:
Name:
Title:
THIRD AMENDMENT
TO
LIMITED EATON SERVICE SUPPLEMENTAL RETIREMENT INCOME PLAN II
WHEREAS, Eaton Corporation (the "Company") maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan II, as previously amended (the "Limited Eaton Service Plan"), to provide certain key mid-career executives with a total pension benefit, after taking into account benefits under the Pension Plan for Eaton Corporation Employees (January 1, 2020 Restatement), as amended (the "Pension Plan") and certain other plans, that is comparable to the benefit the executive would have received if he or she had not agreed to join the Company in a mid-career change in employment; and
WHEREAS, pursuant to the Second Amendment to the January 1, 2020 Restatement of the Pension Plan, the Company has amended the Pension Plan to freeze certain accruals thereunder for non-union employees beginning December 31, 2020 (December 31, 2025 for certain employees employed at the Eaton Cummins Joint Venture) for Appendix CB and beginning December 31, 2025 for Appendices A, Band RX of the Pension Plan;
WHEREAS, the Company reserves the right to amend the Limited Eaton Service Plan; and
WHEREAS, the Company wishes to amend the Limited Eaton Service Plan to make clear that the freeze of accruals under the Pension Plan pursuant to the Second Amendment to the January 1, 2020 Restatement thereof shall result in a corresponding freeze in accruals under the Limited Eaton Service Plan for affected participants.
NOW THEREFORE, the Limited Eaton Service Plan is amended, effective as of January 1, 2021, as hereinafter set forth.
1. Article III of the Limited Eaton Service Plan is amended by replacing the definition of "Average Final Annual Compensation" set forth therein with the following:
"Average Final Annual Compensation." The Participant's Average Final Annual Compensation determined as if he or she is eligible to participate under Appendix A of the Pension Plan, but after taking into account the applicable freeze in accruals under the Pension Plan pursuant to the Second Amendment to the January 1, 2020 Restatement of the Pension Plan, and provided that in no event will any compensation earned after December 31, 2025 be taken into account in determining a Participant's Average Final Annual Compensation under this Plan.
2. Article III of the Limited Eaton Service Plan is further amended by replacing the definition of "Credited Service" set forth therein with the following:
"Credited Service." The service credited to a Participant as "Service" under the Pension Plan, determined after taking into account the applicable freeze in accruals under the Pension Plan pursuant to the Second Amendment to the January 1, 2020 Restatement of the Pension Plan, and provided that in no event will any Service performed after December 31, 2025 be taken into account in determining a Participant's Credited Service under this Plan.
3. Article III of the Limited Eaton Service Plan is further amended by replacing paragraph (b) of the definition of "Supplement" set forth therein with the following:
"(b) (i) the Participant's annual benefits payable from (A) the Pension Plan, (B) the Limited Eaton Service Supplemental Retirement Income Plan, the Supplemental Benefits Plan, and the Excess Benefits Plan (the "Grandfathered Offset Benefit"), and (C) the Supplemental Benefits Plan II and the Excess Benefits Plan II, assuming payment in the form of a single life annuity based on factors and assumptions used for such purpose under the Pension Plan, whether or not payment is or can be made in such form under any of the arrangements listed in this sub-paragraph (b)(i); and (ii) the annual benefits that would be payable to the Participant if the Participant's aggregate account balance, as of the Participant's calculation date described in Section 4.05 of this Plan, under (X) Appendix D to the Eaton Savings Plan, and (Y) the Excess Transitional Pay Credit Special Addendum to the Eaton Supplemental Retirement Plan, were payable in substantially equal annual installments for the Pa1ticipant's life expectancy, determined as of the Participant's calculation date described in Section
4.05 of this Plan based on factors and assumptions used for such purpose under the Pension Plan, whether or not payment is or can be made in such form under any of the arrangements listed in this sub-paragraph (b)(ii) (collectively, amounts described in this paragraph (b) are referred to herein as the "Offset Benefits").
The Grandfathered Offset Benefit shall be determined with reference to the present value of the aggregate amounts to which he would have been entitled under the arrangements listed in clause (i)(B) of this paragraph (b) if the Participant had voluntarily terminated services without Cause on December 31, 2004, and received a payment of the benefits in the form with the maximum value available from those arrangements on the earliest possible date allowed thereunder to receive a payment of benefits following a termination of services. Notwithstanding the foregoing, the Grandfathered Offset Benefit may increase to reflect the present value of the benefits the Participant actually becomes entitled to, in the form and at the time actually paid, determined under the terms of the arrangements listed in clause (i)(B) of paragraph (b), as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than a participant election with respect to the time or form of an available benefit). For purposes of calculating the present value of a benefit under this paragraph, reasonable actuarial assumptions and methods must be used."
4. Section 4.01 of the Limited Eaton Service Plan is amended by replacing the first two sentences thereof with the following:
"The annual retirement income payable under the Plan shall be calculated by reference to Table A below; provided, however, that in no event will any age reached, or Credited Service performed, by a Participant after December 31, 2025 be taken into account under Table A below. There is no amount under age 55 and the full percentage available is earned at attainment of age 62 on or prior to December 31,2025."
5. Section 4.05 of the Limited Eaton Service Plan is amended by deleting the fifth sentence thereof.
IN WITNESS WHEREOF, the Company has caused this Third Amendment to the Limited Eaton Service Plan to be executed by the undersigned duly authorized person.
[SIGNATURE PAGE FOLLOWS]
EATON CORPORATION
By:
Title:
Date: 12/31/21
FIFTH AMENDMENT
TO
LIMITED EATON SERVICE
SUPPLEMENTAL RETIREMENT INCOME PLAN II
(January 1, 2008 Restatement)
WHEREAS, Eaton Corporation (the “Company”) maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan II under a January 1, 2008 Restatement, as
amended (the “Plan”);
WHEREAS, the Company reserves the right to amend the Plan;
WHEREAS, the fourth amendment to the Plan, effective January 1, 2021, was inadvertently titled as the “THIRD AMENDMENT TO LIMITED EATON SERVICE SUPPLEMENTAL RETIREMENT INCOME PLAN II”;
WHEREAS, the Compensation and Organization Committee of the Board of Directors of the Company has determined that effective as of October 2015, the Plan shall be closed to new entrants; and
WHEREAS, the Company now wishes to make clarifying amendments to the Plan regarding the aforementioned items.
NOW THEREFORE, the Plan is amended, effective as of the dates set forth below, as follows:
1. Effective as of December 23, 2021, the amendment to the Plan, effective January 1, 2021, is hereby renamed the “FOURTH AMENDMENT TO LIMITED EATON SERVICE SUPPLEMENTAL RETIREMENT INCOME PLAN II”.
2. Effective as of January 1, 2025, by adding the following new sentence at the end of the introductory paragraph of the Plan:
“The January 1, 2008 amendment and restatement of the Plan has subsequently been amended by amendments dated November 29, 2012, December 14, 2016, July 23, 2019, and December 23, 2021, and may be further amended in the Company’s discretion.”
3. Effective as of October 31, 2015, by replacing Article II of the Plan with the following:
“ARTICLE II
ELIGIBILITY
Any executive of the Company designated by the Committee shall be eligible to
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed through duly authorized persons on this 23 day of December, 2025.
EATON CORPORATION
By:
Title:
Document
Exhibit 10(mm)
Executive Incentive Compensation Plan
I.Purpose
The purpose of the Plan is to provide an annual incentive compensation opportunity for eligible employees of Eaton Corporation plc (the “Company”) and its directly and indirectly controlled subsidiaries (the Company and such subsidiaries being referred to herein collectively as “Eaton”) in executive, administrative, professional, technical, or advisory positions whose actions are considered to have a significant impact on corporate performance.
II.Effective Date
This Plan is effective beginning with the calendar year starting January 1, 2024 and shall remain in effect until the Compensation and Organization Committee (the “C&O Committee”) of the Board of Directors (the “Board”) of the Company changes its terms.
III.Administration
The Plan is adopted by the C&O Committee and may be amended, modified or discontinued, as the C&O Committee, in its sole discretion, may deem necessary.
The Plan is administered by the Management Compensation Committee (the “Committee”), which shall consist of the Chief Executive Officer and up to four officers designated by the Chief Executive Officer. The Committee shall have complete authority to interpret all provisions of the Plan consistent with the law.
IV.Concept
The Plan is intended to support Eaton’s pay-for-performance culture. It is based on the concept that those individuals in positions that have an opportunity to significantly affect company results should have a significant portion of their total compensation at risk and linked to business and individual results.
V.Eligibility
Any salaried Eaton employee who in the judgment of the Committee meets the criteria described in Article I may be selected for participation in the Plan. The Committee will have final authority for designating participants in the Plan, but may delegate this authority, as it deems advisable.
An employee may be designated as a participant on the first of any month following the approval of the Committee or its designee.
VI.Calculation of Incentive Pools
Plan participants will be placed into one of three (3) incentive compensation programs (collectively, the “Programs,” and each a “Program”) within the overall Plan. These three programs are:
♦Operations Program – which will include participants who are assigned to operating units.
♦Corporate Staff Program – which will include participants who are members of corporate staff functional departments.
♦Executive Management Program – which will include senior elected officers.
For each Award Period, the total Initial Incentive Pool will be created by multiplying the participants’ Eligible Base Salaries by the Target Percentage Incentive Factors. The aggregate Initial Incentive Pool amount will then be multiplied by the Corporate Performance Factor to determine the Initial Adjusted Corporate Incentive Pool.
The Corporate Performance Factor raises or lowers the Initial Adjusted Incentive Pool based on the Company’s performance as measured by a matrix of Adjusted Operating Cash Flow (OCF) and Adjusted Earnings per Share (EPS). A philosophical cornerstone of the Plan is the belief that consistently high performance against this matrix will result in increases in shareholder value. The C&O Committee will establish the Corporate Performance Factor schedule for each Award Period. This schedule will define the threshold, target, and maximum OCF/EPS matrix goals and pool adjustment levels for the designated Award Period. This process determines the maximum amount of the Initial Adjusted Corporate Incentive Pool but is not linked to the incentive distribution process.
The C&O Committee, in its sole discretion, will determine the Final Adjusted Incentive Pool. The C&O Committee will take into consideration other performance factors it deems appropriate when applying an adjustment to the Initial Adjusted Incentive Pool. Other performance factors may include, but are not limited to: performance versus profit goals; performance versus that reported for the Company’s peers; progress toward the execution of the corporation’s growth strategies; profit performance relative to increases or decreases in revenue (our incremental and decremental rate); and, delivery and quality.
VII.Allocating Incentive Pools
The process of allocating the incentive funds under the Final Adjusted Incentive Pool is based upon individual performance ratings. In the Operations Program, each appropriate operating unit will be given a rating on a scale from zero (0) to 150 percent. Participants in the Corporate Staff Program do not receive an operating unit rating. Participants in each Program will be given individual ratings based on the same zero (0) to 150 percent scale. These ratings will be established by a senior officer, subject to final review and approval by the Chief Executive Officer, and will be based primarily upon the success of the unit and/or individual in meeting pre-established objectives. Individual ratings for participants in the Executive Management Program will be recommended by the Chief Executive Officer and must be approved by the C&O Committee. It is intended that the ratings process should allow maximum flexibility for the recognition of unanticipated challenges and opportunities, which may not have been contemplated at the time the original objectives were established.
While it is not necessary that the entire Final Adjusted Incentive Pool be allocated to participants, the total of all awards made to participants throughout Eaton for any given Award Period cannot be greater than the total amount of the Final Adjusted Incentive Pool for such Award Period. Excepted from this provision are the awards made to participants in the Executive Management Program, that are subject to the approval of the C&O Committee, which shall be calculated in a manner consistent with the Plan, but which shall be paid from the Corporation’s general funds rather than the Final Adjusted Incentive Pool. At the sole discretion of the Chief Executive Officer, money not distributed from one Program may be reallocated to another Program.
VIII.Other Provisions
The Plan provides for a Special Award Fund which will allow the C&O Committee, on an exception basis, to award special payments to individual participants who, in the C&O Committee’s judgment, have made extraordinary contributions to Eaton in a year when there would normally be no incentive compensation payment due to below threshold corporate performance.
IX.Payment
Incentive compensation will be paid in the calendar year following the Award Period, at the earliest feasible date following the determination of final corporate performance and the calculation of individual incentive payments, but no later than March 31.
X.Earnings Conditions; Service for Part of Year
To earn and receive an incentive compensation payment under this Plan for an Award Period, a participant must be employed by Eaton at the end of such Award Period; provided, however, that a participant’s target shall be prorated to reflect the number of months of service during the Award Period.
In the event a participant’s employment is terminated for reason of “retirement” (as defined in Eaton’s various pension and retirement plans and/or by the Management Compensation Committee), death, disability or business action, in each case during but before the end of the Award Period, such participant’s target shall be prorated to reflect the number of months of service during the Award Period. Participants whose employment terminates for any reason other than the reasons listed in the preceding sentence prior to the end of an Award Period are not eligible to receive any incentive compensation payment under this Plan for such Award Period. A participant who is employed by Eaton at the end of the Award Period but did not provide any service to Eaton during the Award Period shall not be eligible for an award, unless required by local law.
Earned awards to participants whose targets have been prorated as described in the preceding paragraph, which may result in zero payment, will be made at the time specified in Section IX. Participants who voluntarily terminate their employment for reason other than retirement or who are terminated for Cause prior to the end of an Award Period are not eligible for prorated participation. In addition, if a participant receives a payment in lieu of EIC participation at the time of termination based on local regulations or practices, he or she is not eligible for prorated participation or any payment for the Award Period in which the termination occurs.
Notwithstanding the foregoing, upon any termination of the Plan during any Award Period, payments to all participants will be made at the time specified in Section IX above (or, in the discretion of the C&O Committee, at such other time as may be permitted by Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), prorated for each participant’s length of service during the Award Period prior to the date of Plan termination.
XI.Compliance with Law
No payment will be made under the Plan except in compliance with all applicable laws and regulations including, without limitation, compliance with tax requirements. Without limiting the foregoing, it is intended that the Plan, and each payment under the Plan, will comply with all applicable requirements of Section 409A, and the Plan shall be interpreted and administered in accordance with such intent. Notwithstanding the foregoing, Eaton does not guarantee any particular tax result, and in no event whatsoever will Eaton, its affiliates, or their respective officers, directors, employees, counsel or other service providers, be liable for any tax interest or penalty that may be imposed on any participant by Section 409A or damages for failing to comply with Section 409A.
XII.No Right to Employment
Neither the adoption of the Plan nor its operation, nor any document describing or referring to the Plan, shall confer upon any participant any right to continue in the employ of Eaton, or shall in any way affect Eaton’s right to terminate the employment of any participant at any time with or without assigning a reason therefor, to the same extent as Eaton might have done if the Plan had not been adopted.
XIII.Non-Transferability
No right to incentive compensation under the Plan shall be subject to debts, contract liabilities, engagements or torts of the participant, nor to transfer, anticipation, alienation, sale, assignment, pledge or encumbrance by the participant except by will or the law of descent and distribution or pursuant to a qualified domestic relations order.
XIV.Compensation Recovery Policy
Notwithstanding any other provision of the Plan to the contrary, awards granted under the Plan are subject to reduction, cancellation or reimbursement pursuant to any applicable: law, regulation or Eaton compensation recovery policy, as in effect from time to time. Eaton’s current policy, adopted by the Board, provides that incentive compensation awarded to any participant may be subject to recoupment in the event of detrimental activity which includes (i) dishonest conduct resulting in a felony conviction or (ii) willful illegal conduct, fraud, or gross misconduct that is injurious to Eaton. In addition, performance-
based incentive compensation awarded to Executive Officers shall be subject to recoupment in the event of an Accounting Restatement. Per the policy, the Committee in its sole discretion may determine the method of recoupment. Notwithstanding the foregoing, in the event of any conflict between this paragraph and the terms of any compensation recovery policy, the terms of the policy will prevail.
.
XV.Accounting Provisions and Defined Terms
Awards paid out under the provisions of the Plan to participants in the Operations Program will be accrued for and charged to the appropriate units. Awards to participants in the Executive Management and Corporate Staff Programs will be accrued for and charged as a corporate administrative expense.
Adjusted Operating Cash Flow – Operating Cash Flow + US qualified pension contributions, both reported externally in the statement of cash flows. The C&O Committee may exclude Unusual Items as reported externally.
Adjusted Earnings per Share – Fully diluted Earnings per Share excluding Unusual Items as reported publicly in the company’s financial statements.
Award Period – Each Award Period is concurrent to Eaton’s fiscal year (January 1st through December 31st) unless otherwise determined by the C&O Committee.
Cause -
(i)the willful and continued failure of the Executive to perform substantially the Executive's duties with Eaton (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of Eaton which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties;
(ii)the Executive pleading guilty or nolo contendere to, or being convicted of (a) any felony or (b) any crime involving moral turpitude, dishonesty, fraud or unethical business conduct;
(iii)the Participant’s material violation of Eaton’s Code of Ethics or other applicable Eaton policies or procedures as are in effect from time to time; or
(iv)the Participant’s willful misconduct in the course of his or her continuous service, which is materially detrimental to the financial condition or business reputation of Eaton, whether as a result of adverse publicity or otherwise.
Corporate Performance Factor – Adjustment percentages, as established by the C&O Committee, which raise or lower the Initial Incentive Pool, based on the Company’s performance.
Initial Incentive Pool – The sum of the product of Eligible Base Salary multiplied by the Target Percentage Incentive Factor for each participant.
Initial Adjusted Corporate Incentive Pool – The sum of the Incentive Potential for all participants in each of the three programs multiplied by the Corporate Performance Factor.
Eligible Base Salaries – Annual base salary as in effect as of the last day of: the Award Period, employment in the case of a proration as specified in Section X, or participation in the plan, as applicable. However, if the participant had a change in annual base salary during the Award Period due to a change in full or part-time status, such participant’s Eligible Base Salary would be the sum of the monthly salaries in effect for the months in which the participant was eligible to participate in the Award Period.
Final Adjusted Corporate Incentive Pool – The result obtained by multiplying the Initial Adjusted Corporate Incentive Pool by the Corporate Performance Factor as described in Section VI.
Target Percentage Incentive Factor – Either (a) a standard percentage incentive factor established by the Company’s Compensation Department based by level based on median target incentive percentages reported by companies that are comparable to Eaton or (b) Individual Percentage Incentive Factor that is the Standard Percentage Incentive Factor adjusted due to items such as, but not limited to, performance, experience, time in job, role, scope and responsibilities. Target Percentage Incentive Factors are approved by the C&O Committee in the Case of Executive Management Program participants, or the Chief Executive Officer or his or her designee for all other Program participants. The Target Percentage Incentive Factors will vary according to level of responsibility and may be changed from time to time at Eaton’s discretion.
Special Award Fund –The C&O Committee will have sole authority to create an award pool under this plan to recognize extraordinary contributions to Eaton in a year when the OCF/EPS Matrix threshold is not met and the Plan did not generate payments for participants.
| 5 |
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Document
Exhibit 10(oo)
| Eaton<br><br>1000 Eaton Boulevard<br><br>Cleveland, OH 44122<br><br>(440) 523-5000 |
|---|
December 3, 2025
PRIVATE AND CONFIDENTIAL
Olivier Leonetti
19103 North Park Blvd
Shaker Heights, OH 44122
Dear Olivier:
This confidential letter agreement ("Agreement") will serve to confirm Eaton Corporation's ("Eaton" or "Company") agreement with you ("you" "your" or "Employee"), regarding the terms and conditions related to your separation from the Company. This separation results in your mutually agreed transition. The enhanced payments and benefits offered under this Agreement are contingent on you executing and not revoking this Agreement and the Supplemental Release, and such payments and benefits are in lieu of and replace any benefits that might otherwise be available to you under the Eaton Corporation Severance Benefits Plan. Unless defined herein, capitalized terms have the meaning ascribed to them in the agreements or plan documents to which they relate.
1.Status and Compensation: You agree your employment with Eaton will end effective April 1, 2026, or on a mutually agreed upon date prior to April 1, 2026, if and only if mutually agreed upon between you and Eaton (“Transition Date”). Eaton will consider accelerating the Transition Date prior to April 1, 2026, after receipt of Employee’s written notice of such interest. If the Transition Date occurs prior to April 1, 2026, all prorations and benefits extension dates described in this Agreement will be based on the earlier date. Further, if the Transition Date occurs prior to February 1, 2026, the equity treatment described in paragraphs 3, 4 and 5 will be amended such that only one tranche of Restricted Share Units (RSUs) and Stock Options (e.g., those vesting in 2026) shall vest and vested stock options shall remain exercisable for the lesser of one year or the remaining term of the option and Employee will be eligible for prorated participation in the 2024-2026 Executive Strategic Award program (ESIP) award period. All RSUs and stock options that vest after February 2026 and participation in the 2025-2027 ESIP award period will be forfeited if the Transition date occurs prior to February 1, 2026. . Unless terminated for cause as defined in paragraph 18 of this Agreement, you will remain employed and continue to be paid your current base salary according to the Company's typical bi-weekly payroll schedule until the Transition Date. You agree that you are not eligible for a merit increase in 2026, your EIC target will remain one-hundred and five percent (105%) of base salary, and you will not receive long-term incentive grants of restricted share units, stock options, and performance share units in 2026. The period beginning on the date you first sign this Agreement while still employed through your Transition Date is defined as the "Transition Period."
If and only if you (1) comply with the terms and conditions of this Agreement until the Transition Date, (2) timely execute the Supplemental Release set forth below following the Transition Period, and (3) do not exercise any right to revoke this Agreement or the Supplemental Release, then Eaton will pay you as Severance Pay an amount equal to $3,794,960.00 (three million, seven hundred ninety-four thousand, nine hundred sixty dollars), which is equal to two (2.0) times the sum of your annual base salary and Executive Incentive Compensation Plan target currently in effect on the Transition Date. The Severance Pay will be subject to applicable tax withholding and any authorized deductions and will be paid as soon as administratively practical following the conclusion of the revocation period described in the Supplemental Release.
You agree that the Severance Pay does not represent pay or compensation for work performed or promised.
2.Executive Incentive Compensation Plan Participation: Your 2025 Executive Incentive Compensation Plan ("EIC Plan") opportunity will reflect full year participation. Your earned award, if any, will be determined in accordance with the terms and conditions specified in the EIC Plan and will reflect the Company's process used to determine the corporate rating. Your individual rating is guaranteed at 100%; however, the terms of the EIC could still result in no payout if corporate performance thresholds are not met. Payment, if any, made under the 2025 EIC Plan will be paid to you concurrently with payments made to other EIC Plan participants on or prior to March 31, 2026, and will be subject to applicable tax withholding. This Agreement does not guarantee you will earn a payment under the EIC Plan.
Your 2026 EIC Plan target will reflect prorated participation based on the Transition Date (e.g., 4/12 if the Transition Date is April 1, 2026). Earned awards for the 2026 Plan Year, if any, will be determined in accordance with the terms and conditions specified in the EIC Plan and will reflect the Company's process used to determine the corporate rating. Your individual rating. is guaranteed at 100%; however, the terms of the EIC could still result in no payout if corporate performance thresholds are not met. Payment, if any, made under the 2026 EIC Plan will be paid to you concurrently with payments made to other EIC Plan participants on or prior to March 31, 2027, and will be subject to applicable tax withholding. This Agreement does not guarantee you will earn a payment under the EIC Plan.
3.Annual Restricted Share Unit Grants: The Company will agree to allow any unvested Restricted Share Units ("RSUs") to continue to vest in 2026, 2027 and 2028 as specified in the grant agreements that govern the awards. In all other respects, the grant agreements shall continue to govern all rights and obligations you and the Company have arising from or relating to the awards. RSUs will be subject to Social Security, Medicare, and local taxes, if applicable, as of the Transition Date and will be subject to applicable Federal and State tax withholding at each vesting date in 2026, 2027 and 2028.
4.Performance Share Units: Your participation in the 2023-2025 Executive Strategic Incentive Program (ESIP) award period will reflect full participation. Your 2023-2025 ESIP award will be calculated under Eaton's normal incentive determination process, and earned shares, if any, will be vested and issued to you, subject to normal NYSE stock settlement timing requirements, concurrently with distributions to other ESIP Plan
Following your Transition Date, you will continue to be eligible for vesting, if any, in the 2024-2026 and 2025-2027 open ESIP award periods in which you currently participate. Your participation in these award periods will be prorated based on the number of months worked in each award period, using the Transition Date as the proration end date. Your incentive award will be calculated under Eaton's normal incentive determination process, and earned shares, if any, will be vested and issued to you, subject to normal NYSE stock settlement timing requirements, concurrently with distributions to other ESIP Plan participants on or prior to March 15, 2027 and 2028, respectively, and will result in taxable income and will be subject to applicable tax withholding.
5.Stock Options Grants: The Company will agree to allow any unvested Stock Options to continue to vest in 2026, 2027, and 2028 as specified in the grant agreements that govern the awards. You will be able to exercise any stock options (including those that vested prior to the Transition Date that have not been exercised) for the remaining terms as specified in your various stock option agreements. Note that in accordance with IRS regulations, any Incentive Stock Options that you hold at the time of termination of employment will be converted to Non-Qualified Stock Options three (3) months after the Transition Date. All Stock Option exercises will result in taxable income and are subject to applicable tax withholding.
6.Restrictive Covenants: To the extent permitted under applicable laws, you expressly acknowledge and agree for the twelve (12) month period immediately following the Transition Date, you will not (1) engage in any activity as an employee, agent, officer, director, principal or proprietor which is the same or substantially similar to the business of the Company or a subsidiary; or (2) either on your own behalf or for any competing business, (a) directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from, any customers with whom you had material business contact during the last five (5) years of your employment, or about whom you have any trade secret information, for the purposes of providing products or services that are the same or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage any current employees of the Company or any subsidiary or any former employees whose employment with the Company or any subsidiary ended within six months before or after the Transition Date to terminate employment with the Company or any subsidiary, and/or to work in any manner for you or any entity affiliated with you; provided, however, that a broadly published recruitment advertisement that is not directed at any of the foregoing individuals shall not by itself be deemed a violation of this provision. The non-competition and non-solicitation covenants stated in this Agreement are independent and do not supersede any other restrictive covenants to which you are bound under your grant, which shall remain in effect pursuant to the terms of those separate grant agreements.
You acknowledge and agree that these non-competition and non-solicitation covenants stated in this Agreement are independent of and do not supersede any other restrictive covenants to which you are bound under your grant agreements, which shall remain in effect pursuant to the terms of those separate grant agreements.
7.Retirement Benefits: Your participation in the Eaton Corporation Saving Plan and the related supplemental plan, as applicable, will continue through the Transition Date. You will be fully vested in Eaton Savings Plan 401(k) company matching contributions for any 2026 and prior year matching contributions. Eaton Retirement Contributions and Credits shall be forfeited per the terms of the plan. Following your termination of employment, the disposition of your account(s) will be administered in accordance with the applicable plans' terms and conditions.
8.Additional Payments in Consideration of Outplacement and Other Transition Expenses: Eaton will pay you $30,000.00 (thirty thousand dollars) in consideration of outplacement services and other transition expenses. This payment will be subject to applicable tax withholding and any authorized deductions and will be paid as soon as administratively practical following the conclusion of the revocation period described in the Supplemental Release.
9.Vacation: Any earned but unused vacation days through the Transition Date, if any, will be paid to you as a lump sum in accordance with Eaton's vacation policy and such payment will be made to you as soon as administratively practical following your Transition Date. During the Transition Period, you agree not to use any earned but unused vacation days in a manner that materially impedes the performance of your job duties (e.g., by taking an unusually extended number of consecutive days off without advance planning and notice).
10.Non-Qualified Deferred Compensation Plan: Following your Transition Date, if you participate in the company's non-qualified deferred compensation plan, the disposition of your Eaton Corporation Executive Incentive Compensation Deferral Plan Deferral Account will be administered in accordance with the Eaton Corporation Executive Incentive Compensation Deferral Plan’s terms and conditions.
11.Health & Welfare Benefits Plans: You may voluntarily remain a participant in Eaton's active employee medical, dental, group-term life and accidental death and dismemberment plans through the Transition Date. Provided that you execute and do not revoke this Agreement and the Supplemental Release, you will be able to continue coverage for yourself and your eligible dependents in these active employee plans for an additional six (6) month period after the termination of your employment. To continue your participation in these plans during this period, you will be required to pay any applicable employee contributions. After the extended employee benefits coverage described in this paragraph ends, you will become eligible for COBRA continuation and will also be eligible as a retiree to participate in Eaton's Retiree Medical Plan in accordance with the Plan's terms and conditions. Whether or not you sign this Agreement, to the extent allowed and provided by law, and subject to the requirements of COBRA, you will be entitled to elect continued benefits under COBRA following your termination of employment.
12.Executive Vehicle Insurance Program: If you participate in the Executive Vehicle Program ("EVIP"), you will be considered an active employee in the EVIP until your Transition Date, at which time you will continue to be eligible to participate in the program with active employee eligibility for six (6) additional months. Any cars that are covered at the end of the six-month extension must then be removed from the program. Your participation in this plan is provided at Eaton's discretion, and Eaton reserves the right to adjust premiums and amend or cancel this plan and your participation in this plan with or without notice.
13.Financial Counseling, Estate Planning and Tax Preparation: Following the Transition Date, you will continue to be eligible for reimbursement of Financial, Tax and Estate planning for services rendered for tax years 2026 and 2027. All reimbursements will cease after 2027 except for those attributable to Tax services performed in 2028 related to the preparation of 2027 tax returns. In accordance with Internal Revenue Code Section 409A, reimbursement for these services must be made no later than February 28 of the year following the year in which services are received; consequently, any claim for reimbursement beyond that cannot be honored. Reimbursements for services specified in this paragraph are subject to normal imputed income and applicable tax withholding.
14.Home Sale Assistance: Eaton will provide assistance with the sale of your home in Shaker Heights, Ohio in keeping with the guidelines described for Departure Home Sale in the U.S. Domestic – Tier 1 Flex Homeowners Relocation policy. The home sale assistance described in this paragraph does not include: any shipment or transport of household goods, pets or vehicles; temporary housing; assistance with the purchase of a home in a new location; travel support; and, tax assistance or gross-ups.
15.IT Support: You may remain on Eaton's cellular plan through the Transition Date. You will be provided with IT support to transfer your current Eaton-issued mobile device(s) to a personal account should you wish to keep your cell number after your Transition Date. Your access to Eaton's network, including e-mail will cease as of the Transition Date.
16.Substitute Consideration: The additional payments, consideration and benefits described in Paragraphs 1-5, 8, and 11-14 above are in lieu of any payments under the Eaton Corporation Severance Benefits Plan and/or any other applicable Company policies and are contingent on your executing and not revoking this Agreement and the Supplemental Release. Nothing vested under any retirement plan is subject to release.
17.Continued Application of Eaton's Recoupment Policy: Following the Transition Date, you acknowledge and agree the Recoupment Policy of Eaton Corporation plc in effect as of the Transition Date shall remain binding and enforceable against you, and all payments to you of Incentive Compensation, including but not limited to any of the severance pay and benefits provided to you under this Agreement that fall within the Recoupment Policy's definition of "Incentive Compensation," remain subject to the terms of the Recoupment Policy.
18.Termination for Cause: Notwithstanding any other provision of this Agreement, Eaton may terminate your employment during the Transition Period for "Cause," and in the event of a termination for Cause, you will not be entitled to any of the severance compensation or benefits set forth in this Agreement. For purposes of this Agreement, "Cause" is defined as: (i) Employee's willful misconduct or grossly negligent conduct which materially harms Eaton's business or reputation; (ii) Employee's fraud, misappropriation of funds or property or other act of dishonesty; or (iii) Employee's repeated failure to comply with the lawful instructions and directives of his superiors.
19.Full and Fair Consideration: The consideration from Eaton set forth in this Agreement constitutes full settlement of any and all claims Employee may have against Eaton, its successors, assigns, subsidiaries, affiliates, or any of its officers, directors, shareholders, employees, agents or representatives, for compensation or otherwise. You also acknowledge and agree such consideration, which is over and above anything owed to you by law, contract, or under the policies or practices of Eaton, is provided to you
expressly in exchange for entering into and not revoking this Agreement and the Supplemental Release.
20.Broad and General Release: In consideration for the promises made by Eaton in this Agreement, you, for yourself, your agents, assignees, heirs, executors and administrators, fully release Eaton, as well as all of Eaton's successors, assigns, subsidiaries, affiliates, officers, directors, shareholders, employees, consultants, agents and representatives (altogether, "Released Parties"), from any and all claims, causes of action, liability, costs, expenses and remedies of any type, by reason of any act or omission of any kind, including but not limited to any and all claims arising out of, relating to, or in connection with Employee's employment with or termination from employment by Eaton, including without limiting the generality of the foregoing: claims under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967 ("ADEA"), the Rehabilitation Act of 1973; the Civil Rights Act of 1964; the Americans with Disabilities Act; the Family and Medical Leave Act; the National Labor Relations Act; the Older Worker Benefit Protection Act ("OWBPA"); Equal Pay Act; the Lilly Ledbetter Fair Pay Act of 2009; the Sarbanes Oxley Act of 2002; Employee Retirement Income Security Act ("ERISA"); Worker Adjustment and Retraining Notification Act ("WARN"); False Claims Act; the Ohio Civil Rights Act; the Ohio Equal Pay Statute; the Ohio Wage Payment Anti-Retaliation Statute; the Ohio Whistleblower's Protection Act; the Ohio Workers' Compensation Anti-Retaliation Statute; Ohio's Miscellaneous Labor Provisions, found at Ohio R.C. 411.01 to 4113.99; any other federal, state or local laws prohibiting age, sex, race, national origin, disability or any other forms of discrimination, sexual or other forms of harassment; or any other federal, state or local laws regulating employment relationships, compensation for employment or the termination of employment relationships; and any claims for breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, defamation, tortious interference, failure to promote, infliction of emotional distress, detrimental reliance, promissory estoppel, invasion of privacy, constructive discharge, wrongful discharge, and retaliatory discharge based on the
asserted engagement of any type of protected activity or whistleblowing.
If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any Released Party is a party.
You are not waiving any rights you may have to: (a) your own vested accrued employee benefits under Eaton's health, welfare, or retirement benefit plans as of the Transition Date; (b) benefits and/or the right to seek benefits under applicable workers' compensation and/or unemployment compensation statutes; (c) pursue valid claims under the indemnification agreements entered into between you and Eaton; (d) pursue claims which by law cannot be waived by signing this Agreement; (e) enforce this Agreement; and/or (e) challenge the validity of this Agreement.
Nothing in this Agreement prohibits you from filing a charge of discrimination with the Equal Employment Opportunity Commission or any state fair employment practice agency relating to your employment with Eaton, or any complaint to any other government agency having jurisdiction over Eaton, or otherwise participating, testifying, or assisting in any investigation of such agencies. You understand and acknowledge, however, that in the event you file or pursue any such charge or complaint, hearing, or other proceeding before
any federal, state, or local government agency, then to the maximum extent permitted by law, you agree that if such an claim or complaint is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. Nothing in this Agreement limits any right of you to receive an award for information provided to the SEC in connection with any whistleblower action. Nothing in this Agreement is intended to interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, file a complaint, testify in proceedings regarding the Company's past or future conduct, or engage in any future activities protected under the whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.
21.Mutual Non-Disparagement: You and the Company agree that both during the Transition Period and following the Transition Date, you and the Elected Officers who report directly to the Company’s Chief Executive Officer and your Elected Officer direct reports (the "Executive Parties") will not make any oral or written statements or engage in any act or omission that would be disparaging or detrimental, financially or otherwise, to you, Eaton or any of its officers, directors, employees, consultants, agents or representatives, or that would subject you and any of the Executive Parties to public scandal, ridicule, or otherwise risk harm to your and their professional image or reputation.
22.Continued Cooperation and Prohibited Activities: Except as otherwise permitted herein, to the fullest extent permitted by law, you hereby waive any right to, and agree not to, provide any assistance, information, report, aid or cooperation to any private party, other than Eaton, in any litigation, investigation or other proceeding against Eaton, or testify in any proceeding brought by a private party against Eaton. You agree that you will not communicate in any fashion with any such private party, including any representative thereof or legal counsel therefor, engaged in or considering legal proceedings against Eaton other than as required by a facially valid subpoena, court order, administrative order, or other legal process requiring such communication and, further, that within three (3) business days of your receipt of any such legal process, you will provide Eaton with written notice thereof. You further agree to reasonably cooperate with any efforts of Eaton to quash any such legal process. Eaton will reimburse you for any expenses you may incur as a result of providing such cooperation.
You also agree to cooperate and be available to assist in the defense of, and serve as a witness in, any administrative proceeding or litigation faced by the Company or any other Released Parties concerning matters in which you were involved or have knowledge as a result of your employment with Eaton. Nothing in this Agreement prevents you from discussing or disclosing information about sexual abuse or sexual harassment in the workplace.
23.Employee Representations: In exchange for the consideration provided by Eaton as set forth in this Agreement, you acknowledge and agree that all of the following representations are true at the time you first sign this Agreement, and that such representations remain true when you sign the Supplemental Release:
(a)You affirm that you have not filed, caused to be filed, or presently is a party to any claim against Eaton.
(b)You affirm that you have been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date you sign this Agreement and again on the date you sign the Supplemental Release. You affirm that you have been granted any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
(c)You affirm that you have no known workplace injuries or occupational diseases.
(d)You affirm that you have not been retaliated against for reporting any allegations of wrongdoing by Eaton or its officers, including any allegations of corporate fraud.
(e)You affirm that all of Eaton's decisions regarding your pay and benefits through the Transition Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.
24.Protection of Confidential Information:
(a)You understand and agree that the existence and terms of this Agreement are confidential and shall not be disclosed to any third party without the written consent of Eaton, except that you may disclose the existence and terms of this Agreement (i) to the extent legally necessary in connection with any claim, lawsuit or otherwise permitted by law, and (ii) to your immediate family and to your legal and financial consultants for the sole purpose of consulting with you with respect to this Agreement. If your family member or consultants disclose the existence or terms of this Agreement without Eaton's written consent, you will be responsible for a breach of this Agreement.
(b)You affirm that you have not divulged any proprietary or confidential information of Eaton at any time, except to the extent necessary and permitted to perform your job duties, and you further agree you will continue to maintain the confidentiality of such information consistent with Eaton's policies and your agreement(s) with the Company and/or common law. You also agree that you will neither use nor disclose to others any information gained while employed by Eaton that Eaton views as trade secrets, attorney client privileged, attorney work product or other confidential information or commercially sensitive information or any other information that would create a competitive disadvantage for Eaton, including but not limited to customer information, financial data, pricing and margin information, engineering and drawings, personnel files and strategic plans, unless that information becomes generally known to the public through no fault of you.
Under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c)You agree that on or before the Transition Date, you will return, in good condition, all property of Eaton then in your possession including, without limitation, whether in hard copy or other media, property, documents, and/or all other materials that constitute, refer or relate to the confidential information of Eaton. You further agree that on or before the Transition Date, you will return all keys and property of Eaton, files, blueprints or other drawings, whether or not any constitute confidential information, and any credit cards, Eaton issued laptop, or other like property.
25.Section 409A Compliance: You and the Company intend that any severance benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the Treasury Regulations relating thereto, so as not to subject you to the payment of tax, interest, and any tax penalty which may be imposed under Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance thereof, to the extent that any provision herein would otherwise result in you being subject to payment of tax, interest or tax penalty under Code Section 409A, you and the Company agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and that preserves, to the maximum extent possible, the economic value of the relevant payment or benefits under this Agreement to you.
26.Non-Admissibility: The existence and execution of this Agreement shall not be considered, and shall not be admissible in any proceeding, as an admission by Eaton, or its agents or employees, of any liability, error, violation or omission.
27.Binding Nature of this Agreement: This Agreement shall be binding upon and shall be for the benefit of Eaton, its successors, assigns, officers, directors, shareholders, employees, consultants, agents and representatives, and you, as well as your heirs, personal representatives and assigns. In the event of any litigation concerning the enforcement of any of the terms of this Agreement or the Supplemental Release, you agree that the Company shall be entitled to recover its reasonable attorneys' fees and costs incurred in pursuing or defending such litigation if the Company is the prevailing party.
28.Severability: The provisions and any portions of the provisions of this Agreement shall be severable, and the invalidity of any provision shall not affect the validity of the other provisions.
29.Governing Law and Venue: This agreement shall be governed by the laws of the state of Ohio. For purposes of enforcement of the promises and covenants of this Agreement, you agree to submit to the jurisdiction and venue of any Ohio federal or state court.
30.Consulting with an Attorney, Consideration Period: You acknowledge that Eaton advised you to consult with an attorney before executing this Agreement and the Supplemental Release, that you were advised that you have twenty-one (21) days in which to review this Agreement before signing it, that you fully understand the terms of this Agreement and the Supplemental Release, that you were not coerced into signing this Agreement or the Supplemental Release, and that you signed this Agreement and the Supplemental Release knowingly and voluntarily. You further acknowledge and
understand that by signing and not revoking this Agreement and the Supplemental Release, you are expressly waiving any and all rights to claims arising under the ADEA and OWBPA.
31.Revocation Period: You further acknowledge that you understand that you have seven (7) days after signing this Agreement within which you can revoke your acceptance of this Agreement, and that this Agreement will not become effective until after the seven (7) day period for revocation under this Agreement has passed. You may only revoke your acceptance of this Agreement by sending a signed notice of revocation either by certified mail, return receipt requested, or by hand delivery to Eaton's Executive Vice President and Chief Human Resources Officer, 1000 Eaton Blvd, Beachwood, OH 44122 so that Eaton actually receives the signed notice of revocation within the seven (7) day revocation period. Upon Eaton's timely receipt of a signed notice of revocation, this Agreement will become null and void.
32.Survival: The provisions of this Agreement which by their express terms or clear intent survive the termination of your employment and the termination or attempted termination of this Agreement shall remain in full force and effect according to their terms.
I have read this Agreement, and I understand its terms and conditions. I have not been coerced into signing this Agreement, and I voluntarily agree to abide by its terms because they are satisfactory to me. Eaton has made no promise or inducement of any kind to me or anyone else to cause me to sign this Agreement, except as set forth above. I acknowledge that the benefits that I will receive as a result of signing this Agreement are adequate and the only consideration given to me by Eaton for my acceptance of this Agreement.
/s/ Olivier Leonetti 12/10/2025
Olivier Leonetti Date
On behalf of Eaton:
/s/ Kaled Awada 12/12/2025
Kaled Awada Date
EVP – Chief Human Resources Officer
Note: This Agreement must be signed and returned to Eaton without any alteration. Any modification or alteration of any terms of this Agreement voids this Agreement in its entirety.
SUPPLEMENTAL RELEASE-TO BE EXECUTED AFTER TRANSITION DATE
Employee may not sign this section of the Agreement until the Transition Period ends.
Employee understands that, by signing below, Employee is reaffirming all of the terms of the Agreement, including but not limited to Employee's waiver and release of any and all known and unknown claims against Eaton and/or any other Released Parties.
Employee further understands that Employee has seven (7) days after signing this Supplemental Release within which Employee can revoke his release of any claims arising under the Age Discrimination in Employment Act and/or the Older Workers Benefit Protection Act, and that Employee's release of such claims arising during or after the Transition Period will not become effective until after the seven (7) day period for revocation under this Supplemental Release has passed. You may only revoke your release of such claims by sending a signed notice of revocation either by certified mail, return receipt requested, or by hand delivery to Eaton's Executive Vice President and Chief Human Resources Officer, 1000 Eaton Blvd, Beachwood, OH 44122 so that Eaton actually receives the signed notice of revocation within the seven (7) day revocation period. Upon Eaton's timely receipt of a signed notice of revocation, Eaton shall have the right, in its sole discretion, to declare this entire Agreement null and void.
Employee:
____________________________________________________
Olivier Leonetti Date
On behalf of Eaton:
___________________________________________________
Kaled Awada Date
EVP and Chief Human Resources Officer
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 19
Material Nonpublic Information Policy
Trading in Eaton Securities
Updated as of February 26, 2026
Background
The United States securities laws prohibit Eaton Corporation plc (“Eaton” or the “Company”) and its directors, officers and employees from trading in the Company’s securities while in possession of material nonpublic information. Improperly sharing material nonpublic information with others who may trade in Eaton securities is also prohibited. Violations of these laws can result in serious criminal and civil sanctions, including prison, fines and penalties, and disgorgement of all profits obtained or losses avoided by the trading.
Both the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”) investigate and are very effective at detecting insider trading. This policy is designed to prevent insider trading or allegations of insider trading, and to protect Eaton’s reputation for integrity and ethical conduct. It is the obligation of all directors, officers and employees of Eaton to understand and comply with this policy. If a director, officer or employee violates this policy, the Company may take disciplinary action.
Definition of Material Nonpublic Information
Material Information. In general, information is considered material if there is a substantial likelihood that the information would be considered important to a reasonable investor in deciding whether or not to purchase, hold or sell the securities of the company in question. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. By way of examples and not as an exhaustive list, the following events should be presumed to be material:
•Increases or decreases in dividends
•Establishment, amendment or termination of a Company repurchase program for Eaton securities
•Financial forecasts, especially estimates of earnings
•Financing transactions not in the ordinary course of business
•Changes in financial information previously disclosed to the public
•Significant mergers, acquisitions or takeovers, divestitures or restructurings
•Sales of securities or extraordinary borrowings
•Significant changes or disruptions in operations or significant new products
•Significant increases or declines in backlog or significant new contracts
•Major threatened or pending litigation
•Financial liquidity problems
•Significant changes in management
•Purchases or sales of substantial assets other than in the ordinary course of business
•Significant government investigations
•Material breach or unauthorized access to the Company’s property or assets, including relating to a cybersecurity incident or attack
•Important business developments, such as major raw material shortages
Nonpublic Information. Nonpublic information is information that is not broadly available to the public and that the investing public has not had time to absorb and evaluate. As a general rule, information is considered nonpublic until the end of the first full trading day after the information is released to the public.
For example, if Eaton announces financial results before trading begins on a Tuesday, and you had access to this information prior to then, the first time you may buy or sell Eaton securities is the opening of the market on Thursday (assuming you are not aware of other material nonpublic information about Eaton at that time). However, if Eaton announces earnings after trading begins on that Tuesday, the first time Eaton securities may be bought or sold by insiders is the opening of the market on Friday.
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Policy and its Scope
This policy applies to the Company and all “Covered Persons” (defined as directors, officers, employees, temporary employees, independent consultants and contractors of the Company and its subsidiaries, at all levels and with any relationship to the Company).
This policy also applies to (1) anyone who resides with or lives in a Covered Person’s household, and any family members who do not live in a Covered Person’s household but whose transactions in Eaton securities are directed by, or are subject to the influence or control of, a Covered Person, such as parents or children (collectively, “Family Members”), and (2) entities influenced or controlled by a Covered Person (“Related Entities”). It is each Covered Person’s obligation to confirm that Family Members and Related Entities are aware of, and understand and comply with, the provisions and obligations of this policy.
No Trading on or Tipping Material Nonpublic Information
1.The Company, any Covered Person, Family Member, or Related Entity may not, directly or indirectly, engage in transactions in Eaton securities while in possession of material nonpublic information.
2.The following persons must obtain approval from Eaton Corporation’s Chief Executive Officer or Chief Legal Officer or their respective designees prior to initiating any trade in or gift of Eaton securities:
•All directors of the Company;
•All officers of Eaton Corporation (excluding assistant officers);
•Other persons designated by our Chief Executive Officer, Chief Financial Officer or Chief Legal Officer; and
•The respective Family Members and Related Entities of each of the above
(collectively, “Preclearance Persons”).
If the transaction order is not placed within the approved trading period, preclearance of the transaction must be re-requested.
3.No Covered Person may, directly or indirectly, disclose material nonpublic information either (a) to persons within the Company whose jobs do not require them to have that information, or (b) to persons outside the Company including, but not limited to, Family Members, Related Entities, friends, business associates, investors, and consulting firms, in each case unless any such disclosure is authorized by the Company and made in a manner to protect such information from unauthorized disclosure.
Covered Persons, Family Members and Related Entities may be liable for trading by any person (a “tippee”) to whom they have disclosed (“tipped”) material nonpublic information. Tippees inherit an insider’s duties and may be liable for trading on material nonpublic information tipped to them by an insider. Tipping may also result in the same penalties to the tipper as if he or she did actually trade. Just as tippers may be liable for the insider trading of their tippees, tippees who further pass along the material nonpublic information to other persons who trade may be similarly liable.
4.No Covered Person, Family Member or Related Entity may make recommendations or express opinions about trading in Eaton securities if such person is in possession of material nonpublic information.
5.No Covered Person, Family Member or Related Entity may buy, sell or otherwise engage in any transactions, directly or indirectly through third parties, in securities of any other company (including, without limitation, a current or prospective Company customer, supplier, joint venture participant, partner, or party to a business relationship or corporate transaction with Eaton) if they are in possession of any material nonpublic information about that company that they obtained in the course of their employment, or other services performed on behalf of the Company, or any other relationship with the Company, including through a Covered Person. Examples include information about a major contract or potential merger. Note that even if information is immaterial to the Company, it may nevertheless be material to the other firm.
In addition, no Covered Person, Family Member or Related Entity may trade in another company’s securities if such person learns of material nonpublic information about the Company that a reasonable investor could expect to affect such other company’s stock price and/or the value of such other company’s other securities.
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Certain Transactions
Trading includes purchases and sales of Eaton securities and also includes other transactions such as the following:
1.Stock Option Exercises
This policy’s trading restrictions generally do not apply to the exercise of an employee stock option (i.e., merely the conversion of the option into shares).
The trading restrictions do apply, however, to any market sale of the underlying stock or any sale of shares as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to cover the costs of exercising the option.
2.Eaton Savings Plan and Eaton Personal Investment Plan
This policy’s trading restrictions do not apply to purchases of Eaton shares in the Eaton Savings Plan or the Eaton Personal Investment Plan resulting from a periodic contribution of money to the plans pursuant to a Covered Person’s payroll deduction election, periodic acquisitions of Eaton shares under the plans resulting from the Company’s matching contributions or generally to the reinvestment of dividends (see “Dividend Reinvestment Plan” below).
The trading restrictions do apply, however, to elections to participate in the Eaton Common Shares Fund under the plans and certain elections a Covered Person may make under the plans to (a) increase or decrease the percentage of a Covered Person’s periodic contributions that will be allocated to the Eaton Common Shares Fund (including cash withdrawals relating to transactions involving the Eaton Common Shares Fund); (b) make an intra-plan transfer of an existing account balance into or out of the Eaton Common Shares Fund (including pursuant to a plan’s “auto-rebalancing” feature); and (c) borrow money against or withdraw money from a plan account if the loan or the withdrawal will result in a liquidation of some or all of a Covered Person’s Eaton Common Shares Fund balance; and (d) pre-pay a plan loan, outside of a regular payoff schedule pursuant to a periodic payroll deduction election, if the pre-payment will result in allocation of loan proceeds to the Eaton Common Shares Fund.
3.Dividend Reinvestment Plan
This policy’s trading restrictions do not apply to purchases of Eaton securities under any dividend reinvestment plan offered by the Company, if such purchases result from a Covered Person’s reinvestment of dividends paid on Eaton securities.
The trading restrictions do apply, however, to voluntary purchases of Eaton securities resulting from additional contributions a Covered Person chooses to make to any such dividend reinvestment plan and to an election to participate in the plan or to increase the level of participation in the plan. This policy also applies to a Covered Person’s sale of any Eaton securities purchased pursuant to any such plan.
4.Mutual Funds
Transactions in a mutual fund or other collective investment vehicle (e.g., hedge fund or exchange-traded fund) that is invested in Eaton securities and (a) is publicly traded and widely held, (b) is broad based and diversified, and (c) has investment discretion for fund investments exercised by an independent third party are not subject to the trading restrictions in policy (except as otherwise provided below under “Hedging Transactions”).
5.Gifts
Bona fide gifts, including gifts to charities, family members and family trusts, of Eaton securities are subject to the trading restrictions in this policy.
6.Puts and Calls
Acquisitions and dispositions of market-traded options, including puts, calls and other derivative securities, related to Eaton securities are not permitted.
- 3 -
7.Short Sales
Section 16 prohibits directors and SEC reporting officers from engaging in short sales of the Company’s securities (i.e., a sale of a security not then owned) or taking short positions in Eaton securities. In addition, because short sales and short positions signal an expectation on the part of the seller that the value of the securities will decline, this policy prohibits the Company and all Covered Persons, Family Members, and Related Entities from engaging in short sales of, or taking short positions in, Eaton securities.
8.Hedging Transactions
Hedging transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) hedge or offset, or are designed to hedge or offset, any decrease in the market value of Eaton securities. Covered Persons, Family Members, and Related Entities are prohibited from engaging in any hedging transactions that involve Eaton securities (including hedging with respect to mutual funds or other collective investment vehicles).
9.Pledging
When Company securities are pledged to secure a loan (such as being placed in a margin account), they are subject to automatic forfeiture and sale upon default (including failure to fund a margin call). Further, pledging can erode the alignment of long-term interests between Covered Persons and other Eaton shareholders. Accordingly, Covered Persons, Family Members, and Related Entities are prohibited from directly or indirectly pledging Eaton securities as collateral for a loan, including placing them in a margin account.
10.Standing and Limit Orders
Standing (good until cancelled) and limit orders are orders placed with a broker to sell or purchase stock at a specific price. Standing and limit orders create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer or other employee is in possession of material nonpublic information. Caution should be used when placing standing or limit orders on Eaton securities. If a standing order or limit order is used, the order should be limited to a short duration and should otherwise comply with the restrictions and procedures outlined in this policy.
Blackout Periods
Quarterly Blackout/Quiet Periods. The Company’s quarterly financial results are material nonpublic information. To help avoid the improper use of that information prior to it becoming publicly available, the Company has adopted quarterly blackout periods.
A separate period will begin on the 15th day (after market close) of each of March, June, September and December, and in each case will extend until the end of the first full trading day after the public release of the Company’s quarterly or annual financial results (“Quarterly Blackout/Quiet Periods”).
During any Quarterly Blackout/Quiet Period, the Company will not make any external, nonpublic comments concerning the financial results for the period in question, including any previously disclosed forecast.
Persons Subject to Regular Quarterly Blackout/Quiet Periods. During any Quarterly Blackout/ Quiet Period, all Preclearance Persons (as defined above), as well as Eaton personnel named on a list maintained by the Company Secretary (which includes those persons holding certain positions or belonging to certain functional teams, and persons with access to the Company’s monthly financial statements and periodic financial plans and forecasts), are prohibited from trading in, or gifting of, Eaton securities. Such individuals will receive written notice from the Company Secretary when a regular Quarterly Blackout/Quiet Period commences.
Notwithstanding the foregoing, the Company or any subsidiary may issue debt securities during any Quarterly Blackout/Quiet Period if, in the opinion of the Chief Legal Officer, the Company is not then in possession of nonpublic information that would be material to a holder of either the Company’s or issuer subsidiary’s debt securities.
Other Blackout Periods. In addition to the Quarterly Blackout/Quiet Periods described above, the Company may also prohibit trading in or gifting of its securities, or in those of other companies, by its officers, directors and key employees during periods when the Company has material nonpublic information that is not timely for disclosure to the public. The Company will send notice of such an event-specific blackout to the affected individuals.
- 4 -
United States securities laws also prohibit trading by directors and officers during any periods when participants in the Eaton Savings Plan and similar plans are temporarily suspended from purchasing, selling or otherwise transferring their interests under those plans in any Company equity securities. The Company will notify its directors and officers if those circumstances should arise.
Other Practices and Procedures
10b5-1 Plans. As a general matter, trades by public company insiders in a company’s securities that are executed pursuant to a plan meeting the requirements of SEC Rule 10b5-1 are not subject to the prohibition on trading on the basis of material nonpublic information. Notwithstanding this regulatory exception, the Company has determined that 10b5-1 plans will not exempt individuals from the provisions of this policy. The Company will, however, continue to evaluate its position in this regard, with a view toward the evolving practical and regulatory environment.
Individual Responsibility. Covered Persons, Family Members and Related Entities subject to this policy have ethical and legal obligations to maintain the confidentiality of information about the Company and not to trade in Eaton securities (or the securities of another company) while in possession of material nonpublic information. In all cases, the ultimate responsibility for adhering to this policy and avoiding improper trading rests with such person, and any action on the part of the Company, the Company Secretary, the Chief Legal Officer, or any other employee or director pursuant to this policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. If you violate this policy, the Company may take disciplinary action, including dismissal for cause. You may also be subject to severe legal penalties under applicable securities laws.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) or small transactions are not exempted from this policy. The securities laws do not recognize any mitigating circumstances. If your transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight; that is, regulators will have the benefit of knowing how the stock price was affected once the material nonpublic information became public. As a result, before engaging in any transaction, you should carefully consider how your transaction may be viewed in hindsight. Even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for integrity and ethical conduct.
In the event you receive any inquiry or request for information (particularly financial results and/or projections, including to affirm or deny information about the Company) from any person or entity outside the Company, such as a stock analyst, and it is not part of your regular corporate duties to respond to such inquiry or request, the inquiry should be referred to Investor Relations, which will determine whether such inquiry should also be forwarded to the Chief Legal Officer.
Interpretations. Any requests for interpretation of this policy, including the determination of whether or not particular information is “material” or “nonpublic,” should be referred to the Chief Legal Officer, or in her or his absence, the Company Secretary.
- 5 -
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 21
Subsidiaries of Eaton Corporation plc
Eaton is publicly held and has no parent corporation. Eaton’s subsidiaries as of December 31, 2025, and the state or country in which each was organized, are as follows:
| Consolidated Subsidiaries (A) | Where Organized |
|---|---|
| Joslyn Sunbank Company, LLC | California |
| Bussmann International Holdings, LLC | Delaware |
| Bussmann International, Inc. | Delaware |
| CBE Services, Inc. | Delaware |
| Cooper B-Line, Inc. | Delaware |
| Cooper Bussmann, LLC | Delaware |
| Cooper Crouse-Hinds MTL, Inc. | Delaware |
| Cooper Crouse-Hinds, LLC | Delaware |
| Cooper Enterprises LLC | Delaware |
| Cooper Industries International, LLC | Delaware |
| Cooper Industries Vietnam, LLC | Delaware |
| Cooper Industries, LLC | Delaware |
| Cooper Interconnect, Inc. | Delaware |
| Cooper Power Systems, LLC | Delaware |
| Cooper Technologies Company | Delaware |
| Eaton Aerospace LLC | Delaware |
| Eaton Automated Transmission Technologies Corporation | Delaware |
| Eaton Electric Holdings LLC | Delaware |
| Eaton Filtration LLC | Delaware |
| Eaton Industries (Philippines), LLC | Delaware |
| Eaton Industries Middle East, LLC | Delaware |
| McGraw-Edison Development Corporation | Delaware |
| Mission Systems Davenport Inc. | Delaware |
| Mission Systems Orchard Park Inc. | Delaware |
| Resilient Power Systems, Inc. | Delaware |
| Royal Precision Holdings Corp. | Delaware |
| Royal Precision Products LLC | Delaware |
| Souriau USA, Inc. | Delaware |
| Wright Line LLC | Delaware |
| Trippe Manufacturing LLC | Illinois |
| Fibrebond LLC | Louisiana |
| Azonix Corporation | Massachusetts |
| Eaton Ann Arbor LLC | Michigan |
| Cannon Technologies, Inc. | Minnesota |
| Cooper Wheelock, Inc. | New Jersey |
| Cooper Wiring Devices, Inc. | New York |
| Exertherm Inc. | New York |
| Chagrin Highlands III Ltd. | Ohio |
| Eaton Aeroquip LLC | Ohio |
| Eaton Corporation | Ohio |
| Eaton Leasing Corporation | Ohio |
| Sure Power, Inc. | Oregon |
| Consolidated Subsidiaries (A) | Where Organized |
| --- | --- |
| Eaton Industries (Argentina) S.A. | Argentina |
| Eaton Electrical (Australia) Pty Ltd | Australia |
| Eaton Industries Pty. Ltd. | Australia |
| CTI-VIENNA Gesellschaft zur Prüfung elektrotechnischer Industrieprodukte GmbH | Austria |
| Eaton Holding (Austria) G.m.b.H. | Austria |
| Eaton Holding G.m.b.H. | Austria |
| Eaton Industries (Austria) G.m.b.H. | Austria |
| Eaton Electric BV | Belgium |
| Eaton Filtration BV | Belgium |
| Eaton Industries (Belgium) BV | Belgium |
| Saturn Insurance Company Ltd. | Bermuda Islands |
| Souriau Dominican Republic, Ltd. | Bermuda Islands |
| Cooper Power Systems do Brasil Ltda. | Brazil |
| Crouse Hinds Comercio de Produtos eletricos Ltda | Brazil |
| Eaton Indústria e Comércio de Produtos Elétricos e Serviços Ltda | Brazil |
| Eaton Ltda. | Brazil |
| Digital Lighting Holdings Limited | British Virgin Islands |
| Phoenixtec International Corp. | British Virgin Islands |
| Senyuan International Investments Limited | British Virgin Islands |
| Silver Light International Limited | British Virgin Islands |
| Eaton Industries EOOD | Bulgaria |
| Cooper Industries (Canada) Company | Canada |
| Cooper Industries (Electrical) Inc. | Canada |
| Cyme International T & D Inc. | Canada |
| Eaton Industries (Canada) Company | Canada |
| Tripp Lite of Canada Corp. | Canada |
| Cutler-Hammer Industries Ltd. | Cayman Islands |
| Eaton Industries (Chile) S.p.A. | Chile |
| Cooper (China) Co., Ltd. | China |
| Cooper (Ningbo) Electric Co., Ltd. | China |
| Cooper Edison (Pingdingshan) Electronic Technologies Co., Ltd. | China |
| Cooper Electric (Changzhou) Co., Ltd. | China |
| Cooper Electric (Shanghai) Co., Ltd. | China |
| Cooper Electronic Technologies (Shanghai) Co., Ltd. | China |
| Cooper Shanghai Power Capacitor Co., Ltd. | China |
| Cooper Xi'an Fusegear Co., Ltd. | China |
| Cooper Yuhua (Changzhou) Electric Equipment Manufacturing Co., Ltd. | China |
| Digital Lighting (Dong Guan) Co., Ltd. | China |
| Dongguan Cooper Electronics Co. Ltd. | China |
| Dongguan Wiring Devices Electronics Co., Ltd. | China |
| Eaton (China) Investments Co., Ltd. | China |
| Eaton Electrical Equipment Co., Ltd. | China |
| Eaton Electrical Ltd. | China |
| Eaton Filtration (Shanghai) Co., Ltd. | China |
| Eaton Fu Li An (Changzhou) Electronics Co., Ltd. | China |
| Eaton Hydraulics Systems (Jining) Co., Ltd. | China |
| Eaton Industries (Jining) Co., Ltd. | China |
| Eaton Industries (Wuxi) Co., Ltd. | China |
| Consolidated Subsidiaries (A) | Where Organized |
| --- | --- |
| Eaton Power (Shanghai) Trading Limited Partnership | China |
| Eaton Power Quality (Shanghai) Co., Ltd. | China |
| Eaton Science & Technology Management (Hainan) Limited Partnership | China |
| Lian Zheng Electronics (Shenzhen) Co., Ltd. | China |
| Moeller Electric (Shanghai) Co., Ltd. | China |
| Ningbo Yangyuan Electric Co., Ltd. | China |
| Optimum Path Systems (Shanghai) Ltd. | China |
| Phoenixtec Electronics (Shenzhen) Co., Ltd. | China |
| Santak Electronic (Shenzhen) Co., Ltd. | China |
| Cooper Industries Colombia S.A.S. | Colombia |
| Eaton Industries (Colombia) S.A.S. | Colombia |
| Eaton Electrical Srl | Costa Rica |
| Eaton Elektrotechnika s.r.o. | Czech Republic |
| PV Roztoky s.r.o. | Czech Republic |
| Eaton Electric ApS | Denmark |
| Cutler-Hammer, SRL | Dominican Republic |
| Eaton DR Corporate Services S.R.L. | Dominican Republic |
| Eaton Enterprises Santiago, S.R.L. | Dominican Republic |
| Eaton Industries (Egypt) LLC | Egypt |
| Eaton Electric Oy | Finland |
| Cooper Capri S.A.S. | France |
| Cooper Menvier France SARL | France |
| Cooper Securite S.A.S. | France |
| Eaton eMobility France SAS | France |
| Eaton Industries (France) S.A.S. | France |
| Eaton S.A.S. | France |
| MP Group SAS | France |
| MTL Instruments SARL | France |
| Sefelec SAS | France |
| Souriau S.A.S. | France |
| CEAG Notlichtsysteme GmbH | Germany |
| Cooper Crouse-Hinds GmbH | Germany |
| Cooper Germany Holdings GmbH | Germany |
| Eaton Electric G.m.b.H. | Germany |
| Eaton Electrical IP G.m.b.H. & Co. KG | Germany |
| Eaton Germany G.m.b.H. | Germany |
| Eaton Germany Holdings GmbH | Germany |
| Eaton GmbH & Co. KG | Germany |
| Eaton Holding SE & Co. KG | Germany |
| Eaton Industries G.m.b.H. | Germany |
| Eaton Industries Holding G.m.b.H. | Germany |
| Eaton Production International G.m.b.H. | Germany |
| Eaton Protection Systems IP G.m.b.H. & Co. KG | Germany |
| Eaton SE | Germany |
| Eaton Technologies G.m.b.H. | Germany |
| FHF Bergbautechnik GmbH & Co. KG | Germany |
| FHF Funke+Huster Fernsig GmbH | Germany |
| Funke+Huster GmbH | Germany |
| Consolidated Subsidiaries (A) | Where Organized |
| --- | --- |
| GeCma Components electronic GmbH | Germany |
| Hein Moeller Stiftung G.m.b.H. | Germany |
| Institute for International Product Safety G.m.b.H. | Germany |
| Martek Power GmbH | Germany |
| Sefelec GmbH | Germany |
| Cooper Univel S.A. | Greece |
| Digital Lighting Co., Limited | Hong Kong |
| Eaton Electric & Engineering Services Limited | Hong Kong |
| Eaton Enterprises Limited | Hong Kong |
| Eaton Power Quality Limited | Hong Kong |
| Riseson International Limited | Hong Kong |
| Scoremax Limited | Hong Kong |
| Silver Victory Hong Kong Limited | Hong Kong |
| Eaton Business Services Kft | Hungary |
| Eaton Enterprises (Hungary) Kft. | Hungary |
| Eaton Industries KFT | Hungary |
| Eaton Manufacturing Hungary Kft. | Hungary |
| Eaton Electric India Private Limited | India |
| Eaton India Innovation Center LLP | India |
| Eaton Industrial Products Pvt. Ltd. | India |
| Eaton Industrial Systems Private Limited | India |
| Eaton Management Services LLP | India |
| Eaton Power Quality Private Limited | India |
| Eaton Technologies Private Limited | India |
| Mission Systems India Private Limited | India |
| Souriau India Pvt Ltd | India |
| PT Eaton Industries | Indonesia |
| PT Fluid Sciences Batam | Indonesia |
| PT Ulusoy Electric Indonesia | Indonesia |
| PT Ulusoy Electric Industry | Indonesia |
| Abeiron III Unlimited Company | Ireland |
| Cooper Industries Trading Unlimited Company | Ireland |
| Cooper Industries Unlimited Company | Ireland |
| Eaton Capital Global Holdings Unlimited Company | Ireland |
| Eaton Capital Unlimited Company | Ireland |
| Eaton Domhanda I Limited | Ireland |
| Eaton Domhanda II Unlimited Company | Ireland |
| Eaton Domhanda Unlimited Company | Ireland |
| Eaton Industries (Ireland) II Limited | Ireland |
| Eaton Industries (Ireland) Limited | Ireland |
| Eaton Industries VII Unlimited Company | Ireland |
| Eaton Industries XII Unlimited Company | Ireland |
| Eaton Industries XX Unlimited Company | Ireland |
| Eaton Industries XXI Unlimited Company | Ireland |
| Eaton Intelligent Power Limited | Ireland |
| Eaton Teorainn Limited | Ireland |
| Plumtree I Limited | Ireland |
| Eaton Global Holdings III Limited | Isle of Man |
| Consolidated Subsidiaries (A) | Where Organized |
| --- | --- |
| Eaton Global Holdings Limited | Isle of Man |
| Eaton Industries Holdings Limited | Isle of Man |
| Eaton Industries (Israel) Ltd. | Israel |
| T.T.M.C. (2012) Ltd | Israel |
| Cooper Csa Srl | Italy |
| Eaton Filtration (Italy) S.r.l. | Italy |
| Eaton Industries (Italy) S.r.l. | Italy |
| Eaton S.r.l. | Italy |
| Gitiesse S.r.l. | Italy |
| MTL Italia Srl | Italy |
| Cooper Industries Japan K.K. | Japan |
| Eaton Electric (Japan) Ltd. | Japan |
| Eaton Filtration Ltd. | Japan |
| Eaton Japan G.K. | Japan |
| Souriau Japan K.K. | Japan |
| Eaton Electrical (Korea) Limited Liability Company | Korea |
| Eaton Industries (Korea) Limited Liability Company | Korea |
| Eaton Electric S.I.A. | Latvia |
| Cooper International Holdings S.a.r.l | Luxembourg |
| Eaton Controls (Luxembourg) S.a.r.l. | Luxembourg |
| Eaton Holding II S.a.r.l. | Luxembourg |
| Eaton Holding S.a.r.l. | Luxembourg |
| Eaton Holding XIII S.a.r.l. | Luxembourg |
| Eaton Holding XIV S.a.r.l. | Luxembourg |
| Eaton Moeller S.a.r.l. | Luxembourg |
| Eaton Services S.a.r.L. | Luxembourg |
| Eaton Technologies (Luxembourg) S.a.r.l. | Luxembourg |
| Green Holding S.a.r.l. | Luxembourg |
| Eaton Aerospace Component Services Asia SDN BHD | Malaysia |
| Eaton Industries Sdn. Bhd. | Malaysia |
| ETN Asia International Limited | Mauritius |
| ETN Holding 2 Limited | Mauritius |
| ETN Holding 3 Limited | Mauritius |
| Bussmann, S. de R.L. de C.V. | Mexico |
| Cooper Crouse-Hinds, S. de R.L. de C.V. | Mexico |
| Cooper Wiring Devices de Mexico, S.A. de C.V. | Mexico |
| Eaton Industries, S. de R.L. de C.V. | Mexico |
| Eaton Solutions, S. de R.L. de C.V. | Mexico |
| Eaton Technologies, S. de R.L. de C.V. | Mexico |
| Eaton Trading Company, S. de R.L. de C.V. | Mexico |
| Eaton Truck Components, S. de R.L. de C.V. | Mexico |
| Electromanufacturas, S. de R.L. de C.V. | Mexico |
| Martek Power, S.A. de C.V. | Mexico |
| RPTECH De Mexico, S de R.L. de C.V. | Mexico |
| Sunbank De Mexico, S. de R.L. de C.V. | Mexico |
| Eaton Electric S.a.r.l. | Morocco |
| Eaton Industries (Morocco) LLC | Morocco |
| Souriau MAROC Sarl | Morocco |
| Consolidated Subsidiaries (A) | Where Organized |
| --- | --- |
| Cooper Crouse-Hinds B.V. | Netherlands |
| Cooper Industries Finance B.V. | Netherlands |
| Cooper Industries Global B.V. | Netherlands |
| Cooper Safety B.V. | Netherlands |
| Eaton B.V. | Netherlands |
| Eaton Holding (Netherlands) B.V. | Netherlands |
| Eaton Holding I B.V. | Netherlands |
| Eaton Holding III B.V. | Netherlands |
| Eaton Holding Turlock B.V. | Netherlands |
| Eaton Holding VI B.V. | Netherlands |
| Eaton Holding VII B.V. | Netherlands |
| Eaton Industries (Netherlands) B.V. | Netherlands |
| Eaton Moeller B.V. | Netherlands |
| MTL Instruments B.V. | Netherlands |
| Turlock B.V. | Netherlands |
| Eaton Industries Company | New Zealand |
| Eaton International Industries Nigeria Limited | Nigeria |
| Cooper Crouse-Hinds AS | Norway |
| Eaton Electric AS | Norway |
| Hernis Scan Systems A/S | Norway |
| Norex AS | Norway |
| Eaton Trading (FZC) LLC | Oman |
| Eaton Industries Panama S.A. | Panama |
| Eaton Industries SAC | Peru |
| Eaton Automotive Components Spolka z o.o. | Poland |
| Eaton Automotive Systems Spolka z o.o. | Poland |
| Eaton Electric Spolka z.o.o. | Poland |
| Eaton Filtration (Poland) Sp. z o.o. | Poland |
| Eaton Truck Components Spolka z o.o. | Poland |
| Cooper Pretronica Unipessoal Lda. | Portugal |
| Cooper Industries Romania SRL | Romania |
| Eaton Electric S.r.l. | Romania |
| Eaton Electro Productie S.r.l. | Romania |
| Cooper Industries Russia LLC | Russia |
| Eaton LLC | Russia |
| Eaton Arabia Industrial Company LLC | Saudi Arabia |
| Eaton Electrical Services LLC | Saudi Arabia |
| Eaton II LP | Scotland |
| Eaton III LP | Scotland |
| Eaton Industries LP | Scotland |
| Eaton LP | Scotland |
| Eaton Manufacturing LP | Scotland |
| Eaton Electric d.o.o. | Serbia |
| Eaton Electric (Singapore) Pte. Ltd. | Singapore |
| Eaton Industries Pte. Ltd. | Singapore |
| Exertherm Pte. Ltd. | Singapore |
| Eaton Electric s.r.o. | Slovak Republic |
| Eaton Electric (South Africa) Pty Ltd. | South Africa |
| Consolidated Subsidiaries (A) | Where Organized |
| --- | --- |
| Eaton Truck Components (Proprietary) Ltd. | South Africa |
| Aeroquip Iberica S.L. | Spain |
| Cooper Crouse-Hinds, S.A. | Spain |
| Eaton Industries (Spain) S.L. | Spain |
| Productos Eaton Livia S.L. | Spain |
| Eaton Electric AB | Sweden |
| Eaton (Switzerland) Holding I GmbH | Switzerland |
| Eaton (Switzerland) Holding III G.m.b.H. | Switzerland |
| Eaton Automation G.m.b.H | Switzerland |
| Eaton Automation Holding G.m.b.H. | Switzerland |
| Eaton Industries II G.m.b.H. | Switzerland |
| Eaton Industries Manufacturing G.m.b.H. | Switzerland |
| Eaton Manufacturing G.m.b.H. | Switzerland |
| Eaton Manufacturing II G.m.b.H. | Switzerland |
| Eaton Manufacturing III G.m.b.H. | Switzerland |
| Senyuan International Holdings G.m.b.H | Switzerland |
| Eaton Phoenixtec MMPL Co. Ltd. | Taiwan |
| RTE Far East Corporation | Taiwan |
| Eaton Electric (Thailand) Limited | Thailand |
| Eaton Industries (Thailand) Ltd. | Thailand |
| Eaton Elektrik Ticaret Limited Sirketi | Turkey |
| Ulusoy Elektrik Imalat Taahhut ve Ticaret AS | Turkey |
| D.P. Eaton Electric | Ukraine |
| Cooper Crouse-Hinds (LLC) | United Arab Emirates |
| Eaton FZE | United Arab Emirates |
| Eaton Innovation Middle East Limited | United Arab Emirates |
| Eaton Electric Limited | United Kingdom |
| Eaton Electrical Products Limited | United Kingdom |
| Eaton Electrical Systems Limited | United Kingdom |
| Eaton Holding (UK) II Limited | United Kingdom |
| Eaton Holding Limited | United Kingdom |
| Eaton Industries (England) Limited | United Kingdom |
| Eaton Industries (U.K.) Limited | United Kingdom |
| Eaton Limited | United Kingdom |
| Eaton MEDC Limited | United Kingdom |
| Eaton Safety Limited | United Kingdom |
| Exertherm Limited | United Kingdom |
| Flight Refuelling Limited | United Kingdom |
| Mission Systems Wimborne Limited | United Kingdom |
| QHi Holdings Limited | United Kingdom |
| The MTL Instruments Group Limited | United Kingdom |
| Eaton Electric (Vietnam) Company Limited | Vietnam |
| Eaton Technology (Vietnam) Company Limited | Vietnam |
(A) Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material.
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements of our reports dated February 26, 2026, with respect to the consolidated financial statements of Eaton Corporation plc and the effectiveness of internal control over financial reporting of Eaton Corporation plc included in this Annual Report (Form 10-K) of Eaton Corporation plc for the year ended December 31, 2025:
| Registration<br>Number | Description | Filing Date | ||
|---|---|---|---|---|
| 333-281174 | Form S-3 Registration Statement | August 1, 2024 | ||
| 333-259545 | Form S-3 Registration Statement | September 15, 2021 | ||
| 333-249823 | Form S-8 Registration Statement-2020 Stock Plan | November 3, 2020 | ||
| 333-207689 | Form S-8 Registration Statement-2015 Stock Plan | October 30, 2015 | ||
| 333-202308 | Form S-3 Registration Statement | February 26, 2015 | ||
| 333-185206 | Multiple plans - Form S-8 Registration Statement | November 30, 2012 | ||
| Amended and Restated 2012 Stock Plan | ||||
| Second Amended and Restated 2009 Stock Plan | ||||
| Amended and Restated 2008 Stock Plan | ||||
| Amended and Restated 2004 Stock Plan | ||||
| Amended and Restated 2002 Stock Plan | ||||
| Amended and Restated 1998 Stock Plan | ||||
| Amended and Restated 1995 Stock Plan | ||||
| Eaton Incentive Compensation Deferral Plan II | ||||
| Eaton Corporation Deferred Incentive Compensation Plan II | ||||
| 2005 Non-Employee Director Fee Deferral Plan | ||||
| Eaton Savings Plan | ||||
| Eaton Personal Investment Plan | ||||
| Eaton Puerto Rico Retirement Savings Plan | ||||
| Cooper Retirement Savings and Stock Ownership Plan | /s/ Ernst & Young LLP | |||
| --- | ||||
| Cleveland, Ohio | ||||
| February 26, 2026 |
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 24
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS: that each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint each of Olivier Leonetti and Adam Wadecki, his or her true and lawful attorney and agent, for him or her and in his or her name, place and stead to execute and subscribe, as attorney-in-fact, his or her signature as Director or Officer or both, as the case may be, of Eaton Corporation plc, to its Annual Report on Form 10-K for the year ended December 31, 2025 pursuant to the Securities Exchange Act of 1934, and to any and all amendments to that Annual Report, hereby giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, including to file that Annual Report with the Securities and Exchange Commission, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed this 26th day of February, 2026.
| /s/ Paulo Ruiz | /s/ Olivier Leonetti |
|---|---|
| Paulo Ruiz, <br>Principal Executive Officer, Director | Olivier Leonetti,<br>Principal Financial Officer |
| /s/ Adam Wadecki | |
| Adam Wadecki, <br>Principal Accounting Officer | |
| /s/ Gerald Johnson | /s/ Silvio Napoli |
| Gerald Johnson, Director | Silvio Napoli, Director |
| /s/ Gregory R. Page | /s/ Sandra Pianalto |
| Gregory R. Page, Chairman, Director | Sandra Pianalto, Director |
| /s/ Robert V. Pragada | /s/ Lori J. Ryerkerk |
| Robert V. Pragada, Director | Lori J. Ryerkerk, Director |
| /s/ Andre Schulten | /s/ Gerald B. Smith |
| Andre Schulten, Director | Gerald B. Smith, Director |
| /s/ Karenann Terrell | /s/ Dorothy C. Thompson |
| Karenann Terrell, Director | Dorothy C. Thompson, Director |
| /s/ Darryl L. Wilson | |
| Darryl L. Wilson, Director |
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 31.1
Certification
I, Paulo Ruiz, certify that:
1.I have reviewed this annual report on Form 10-K of Eaton Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | February 26, 2026 | /s/ Paulo Ruiz |
|---|---|---|
| Paulo Ruiz | ||
| Principal Executive Officer |
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 31.2
Certification
I, Olivier Leonetti, certify that:
1.I have reviewed this annual report on Form 10-K of Eaton Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | February 26, 2026 | /s/ Olivier Leonetti |
|---|---|---|
| Olivier Leonetti | ||
| Principal Financial Officer |
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 32.1
Certification
This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Annual Report on Form 10-K for the year ended December 31, 2025 (“10-K Report”).
I hereby certify that, based on my knowledge, the Report on Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.
| Date: | February 26, 2026 | /s/ Paulo Ruiz |
|---|---|---|
| Paulo Ruiz | ||
| Principal Executive Officer |
Document
Eaton Corporation plc
2025 Annual Report on Form 10-K
Exhibit 32.2
Certification
This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Annual Report on Form 10-K for the year ended December 31, 2025 (“10-K Report”).
I hereby certify that, based on my knowledge, the Report on Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.
| Date: | February 26, 2026 | /s/ Olivier Leonetti |
|---|---|---|
| Olivier Leonetti | ||
| Principal Financial Officer |