EXHIBIT (10)(j)
THE OIL-DRI CORPORATION OF AMERICA DEFERRED COMPENSATION PLAN
ARTICLE 1 - INTRODUCTION
1.1 Purpose of Plan
Oil-Dri Corporation of America, a Delaware Corporation has adopted
the Plan set forth herein to provide a means by which certain
employees and non-employee directors may elect to defer receipt of
designated percentages or amounts of their Compensation and bonuses.
1.2 Status of Plan
The Plan is intended to be "a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
Act of 1974 (ERISA), and shall be interpreted and administered to
the extent possible in a manner consistent with that intent.
ARTICLE 2 - DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 Account means for each Participant, the bookkeeping account
established for his or her benefit under Section 5.1.
2.2 Change of Control has the meaning set forth in the Oil-Dri
Corporation of America 1995 Long-Term Incentive Plan.
2.3 Code means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any section or subsection of the Code
includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.
2.4 Company means Oil-Dri Corporation of America, any successor to
all or a major portion of the Company's assets or business which
assumes the obligations of the Company, and each other entity that is
affiliated with the Company which adopts the Plan with the consent of
Oil-Dri Corporation of America.
2.5 Compensation means base salary, retainer or meeting fees payable
to a Participant by the Company or an affiliate. Base salary is
determined before giving effect to Elective Deferrals and other
salary reduction amounts which are not included in the Participant's
gross income under Code sections 125, 401(k), 402(h) or 403(b).
2.6 Effective Date means the date as of which the Plan first becomes
effective, November 15, 1995.
2.7 Election Form means the participation election form as approved
and prescribed by the Plan Administrator.
2.8 Elective Deferral means the portion of Compensation which is
deferred by a Participant under Section 4.1.
2.9 Eligible Employee or Director means each employee of the Company
who is at a salary grade of Grade 10 or higher at the time he or she
elects to make Elective Deferrals or a non-employee who is a member
of the Company's Board of Directors.
2.10 ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time. Reference to any section or subsection
of ERISA includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces
such section or subsection.
2.11 Insolvent means either (i) the Company is unable to pay its
debts as they become due, or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
2.12 Participant means any individual who participates in the
Plan in accordance with Article 3.
2.13 Plan means the Oil-Dri Corporation of America Deferred
Compensation Plan and all amendments thereto.
2.14 Plan Administrator means the person, persons or entity
designated by the Company from time to time to administer the Plan.
If no such person or entity is so serving at any time, Oil-Dri
Corporation of America shall be the Plan Administrator.
2.15 Plan Year means the 12-month period beginning January 1 and
ending December 31.
2.16 Total and Permanent Disability means the inability of a
Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can
be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months, and the
permanence and degree of which shall be supported by medical evidence
satisfactory to the Plan Administrator.
ARTICLE 3 - PARTICIPATION
3.1 Commencement of Participation
Any individual who elects to defer part of his or her Compensation in
accordance with Section 4.1 shall become a Participant in the Plan as
of the date such deferrals commence in accordance with Section 4.1.
3.2 Continued Participation
A Participant in the Plan shall continue to be a Participant so long
as any amount remains credited to his or her Account.
ARTICLE 4 - ELECTIVE DEFERRALS
4.1 Elective Deferrals
An individual who is an Eligible Employee or Director on the
Effective Date may, by completing an Election Form and filing it with
the Plan Administrator on or before the Effective Date, elect to
defer a percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit,
which are for services to be performed by the Participant in the Plan
Year immediately following the Effective Date. A Participant may, by
completing an Election Form and filing it with the Plan Administrator
on or before March 15 of any Plan Year, elect to defer a percentage
of any bonuses payable under the Oil-Dri Corporation of America
Annual Incentive Plan in such Plan Year. A Participant other than a
non-employee director may elect to defer only up to 50% of base
salary, provided that such deferral shall equal a minimum of $5,000
and up to 100% of any bonuses earned under the Oil-Dri Corporation of
America Annual Incentive Plan for any Plan Year. A Participant who
is a non-employee director may elect to defer all or any part of such
Participant's Compensation. Any individual who becomes an Eligible
Employer or Director after the Effective Date may, by completing an
Election Form and filing it with the Plan Administrator within 30
days after becoming an Eligible Employee or Director, elect to defer
a percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit,
which are for services to be performed by the Participant after the
date on which the individual files the Election Form. Any Eligible
Employee or Director who has not otherwise initially elected to defer
Compensation in accordance with this paragraph 4.1 may elect to defer
a percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit,
commencing with Compensation paid in the next succeeding Plan Year,
by completing an Election Form and filing it with the Plan
Administrator on or before November 15 of the year preceding such
Plan Year. A Participant's Compensation shall be reduced in
accordance with the Participant's election hereunder and amounts
deferred hereunder shall be credited to the Participant's Account as
of the date of the amounts would have been paid to the Participant
absent the deferral election. Elective Deferrals shall not be in
effect for any Participant during any period in which such
Participant is eligible to receive benefits under the Company's Long
Term Disability policy.
An election to defer a percentage or dollar amount of Compensation
for any Plan Year or any bonus payable under the Oil-Dri Corporation
of America Annual Incentive Plan, in such Plan Year shall apply for
only such Plan Year. For each succeeding Plan Year an Eligible
Employee or Director must make a new deferral election by completing
and filing with the Plan Administrator an Election Form on or before
the 15th of November preceding that Plan Year with respect to
Compensation and before the 15th of March with respect to any bonus
payable under the Oil-Dri Corporation of America Annual Incentive
Plan in such Plan Year.
ARTICLE 5 - ACCOUNTS
5.1 Accounts
The Plan Administrator shall establish a bookkeeping Account for each
Participant reflecting Elective Deferrals made for the Participant's
benefit together with any adjustments for interest. As of the last
business day of the Plan Year, the Plan Administrator shall provide
the Participant, as soon as practicable after the end of such year,
with a statement of his or her Account reflecting the amounts of
deferrals, interest and distributions of such Account since the prior
statement.
5.2 Interest Credited
Each Participant's account shall be credited quarterly with interest.
The interest shall be determined by multiplying the account balance
at the end of the quarter by a rate equal to one-fourth of an annual
rate equal to the Company's short-term borrowing cost in effect at
the end of the quarter for which the calculation is made. Such
interest shall then be added to the Participant's account.
ARTICLE 6 - VESTING
6.1 General
A Participant shall be immediately vested in, i.e., shall have a
nonforfeitable right to, all Elective Deferrals, and all interest
attributable thereto, credited to his or her Account.
ARTICLE 7 - PAYMENTS
7.1 Election as to Time and Form of Payment
A Participant shall elect irrevocably on the Election Form the date
at which the Elective Deferrals (including any interest attributable
thereto) will commence to be paid to the Participant. Such date must
be at least five years following the date at which such Elective
Deferrals commence or the date of retirement, whichever occurs first.
The Participant shall also elect thereon for payments to be paid in
either:
a. a single lump sum; or
b. annual installments over a period elected by the Participant up
to 15 years, the amount of each installment to equal the balance
of his or her Account immediately prior to the installment
divided by the number of installments remaining to be paid
("Annual Installments").
Each such election will be effective only for deferrals (including
any interest attributable thereto) for the Plan Year for which it is
made. Except as provided in Sections 7.2, 7.3, 7.4, or 7.5, payment
of a Participant's Account shall be made in accordance with the
Participant's elections under this Section 7.1.
7.2 Change of Control
The Plan will terminate upon a Change of Control. Immediately prior
to the consummation of a transaction resulting in a Change of Control
or, if not possible, as soon as possible following a Change of
Control, each Participant shall be paid his or her entire Account
balance in a single lump sum.
7.3. Termination of Employment Prior to Retirement Age
Upon termination of a Participant's employment for any reason other
than Total and Permanent Disability or death prior to the attainment
of the Retirement Age, which is age 55, the Participant's entire
Account shall be paid to the Participant in a single lump sum as soon
as practicable following the end of the quarter in which such
termination occurs.
7.4 Death or Total and Permanent Disability
If a Participant dies or suffers a Total and Permanent Disability
prior to the complete distribution of his or her Account, the balance
of the Account shall be paid, according to the Participant's
irrevocable election on the Election Form, to the Participant or in
the event of the Participant's death to the Participant's designated
beneficiary or beneficiaries. Payment in a single lump sum shall be
made as soon as practicable following the end of the quarter in which
death or Total and Permanent Disability occurs. Payment in annual
installments shall commence the year immediately following the year
in which death or Total and Permanent Disability occurs.
Any designation of beneficiary and form of payment to such
beneficiary shall be made by the Participant on a designation/change
of beneficiary form filed with the Plan Administrator and may be
changed by the Participant at any time by filing another
designation/change of beneficiary form containing the revised
instructions. If no beneficiary is designated or no designated
beneficiary survives the Participant, payment shall be made to the
Participant's surviving spouse, or, if none, to his or her issue per
stirpes, in a single payment. If no spouse or issue survives the
Participant payment shall be made in a single lump sum to the
Participant's estate.
7.5 Unforeseen Emergency
If a Participant suffers an unforeseen emergency, as defined herein,
the Plan Administrator, in its sole discretion, may pay to the
Participant only that portion, if any, of his or her Account which
the Plan Administrator determines is necessary to satisfy the
emergency need, including at the discretion of the Plan Administrator
any amounts necessary to pay any federal, state and local income
taxes reasonably anticipated to result from the distribution.
A Participant requesting emergency payment shall apply for the
payment in writing in a form approved by the Plan Administrator and
shall provide such additional information as the Plan Administrator
may require. For purposes of this paragraph, "unforeseen emergency"
means an immediate and heavy financial need resulting from any of the
following:
a. expenses which are not covered by insurance and which the
Participant or his or her spouse or dependent has incurred as a
result of sudden and unexpected illness or accident; or
b. expenses which are not covered by insurance and which the
Participant or his or her spouse or dependent has incurred or
must incur as a result of a casualty loss.
7.6 Taxes
All federal, state and local taxes that the Plan Administrator
determines are required to be withheld from any payments made
pursuant to this Article 7 shall be withheld.
7.7 Claims Procedure
A Participant or beneficiary (a "Claimant") entitled to benefits may
file a claim for such benefits with the Plan Administrator, in such
form as permitted by the Plan Administrator. The claim will be
evaluated and a decision rendered within ninety (90) days, unless
special circumstances require an additional ninety (90) day extension
of time.
A Claimant shall be given written notice of whether the claim is
granted or denied, in whole or in part, including (1) specific
reasons for the denial, (2) references to pertinent Plan provisions
on which the denial is based, (3) a description of any additional
material or information necessary to perfect the claim and
explanation as to why necessary, and (4) the Claimant's right to seek
review of the denial.
If denied, in whole or in part, the Claimant may make a written
request for review of such denial to the Plan Administrator within 60
days after receipt of the denial, and may include pertinent
documents, issues and comments to aid the Plan Administrator. The
request will be evaluated and a decision rendered within sixty (60)
days, unless special circumstances require an additional sixty (60)
day extension of time. The written decision will specify reasons for
the decision and references to Plan provisions upon which the
decision is based.
A Claimant who fails to file a claim, or submit a request for review
of an initial claim shall have no right to review and shall have no
right to bring action in any court. The denial of the claim shall be
final and binding on all persons for all purposes.
7.8 Section 162(m) Limitations
In the event that any amount to be paid pursuant to Section 7.1, 7.3,
7.4 or 7.5 would, in the Company's judgment, result in the non-
deductibility, under Section 162(m) of the code, of any portion of
such Participant's income payable by or attributable to the Company
for the year in which such amount is to be paid, such amount shall
not be paid in such year. Such nondeductible amount shall be payable
in the following calendar year, as an addition to the annual
installment scheduled to be paid in such following calendar year, if
applicable, subject to the provisions of this Section 7.8.
ARTICLE 8 - PLAN ADMINISTRATOR
8.1 Plan Administration and Interpretation
The Plan Administrator shall oversee the administration of the Plan.
The Plan Administrator shall have complete control and authority to
determine the rights and benefits and all claims, demands and actions
arising out of the provisions of the Plan of any Participant,
beneficiary, deceased Participant, or other person having or claiming
to have any interest under the Plan. The Plan Administrator shall
have complete discretion to interpret the Plan and to decide all
matters under the Plan. Such interpretation and decision shall be
final, conclusive and binding on all Participants and any person
claiming under or through any Participant, in the absence of the
clear and convincing evidence that the Plan Administrator acted
arbitrarily and capriciously. Any individual(s) serving as Plan
Administrator who is a Participant will not vote or act on any matter
relating solely to himself or herself. In such case, the Oil-Dri
Corporation of America will appoint an individual to act as Plan
Administrator to take such actions. When making a determination or
calculation, the Plan Administrator shall be entitled to rely on
information furnished by a Participant, a beneficiary or the Company.
The Plan Administrator shall have the responsibility for complying
with any reporting and disclosure requirements of ERISA.
8.2. Powers, Duties, Procedures, Etc.
The Plan Administrator shall have such powers and duties, may adopt
such rules and tables, may act in accordance with such procedures,
may appoint such officers or agents, may delegate such powers and
duties, may receive such reimbursements, and shall follow such claims
and appeal procedures with respect to the Plan as it may establish.
8.3 Information
To enable the Plan Administrator to perform its functions, the
Company shall supply full and timely information to the Plan
Administrator on all matters relating to the compensation of
Participants, their employment, retirement, death, termination of
employment, and such other pertinent facts as the Plan Administrator
may require.
8.4 Indemnification of Plan Administrator
The Company agrees to indemnify and to defend to the fullest extent
permitted by law any officer(s) or employee(s) who serve as Plan
Administrator (including any such individual, whether a present or
former employee, who formerly served as Plan Administrator) against
all liabilities, damages, costs and expenses (including attorneys'
fees and amounts paid in settlement of any claims approved by Oil-Dri
Corporation of America) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.
ARTICLE 9 - AMENDMENT AND TERMINATION
9.1 Amendments
Oil-Dri Corporation of America shall have the right to amend the Plan
from time to time, subject to Section 9.3, by an instrument in
writing which has been executed on Oil-Dri Corporation of America'=s
behalf by its Chief Executive Officer or his delegate designated in
writing, with the specific approval of the board of directors.
9.2 Termination of Plan
This Plan is strictly a voluntary undertaking on the part of the
Company and shall not be deemed to constitute a contract between the
Company and any Eligible Employee or Director (or any other employee)
or a consideration for, or an inducement or condition of employment
for the performance of the services by an Eligible Employee or
Director (or other employee). Oil-Dri Corporation of America
reserves the right to terminate the Plan at any time, subject to
Section 9.3, by an instrument in writing which has been executed on
Oil-Dri Corporation of America's behalf by its Chief Executive
Officer or his delegate designated in writing, with the specific
approval of the board of directors. In addition, the Plan shall
terminate upon a Change of Control in accordance with Section 7.2.
9.3 Existing Rights
No amendment or termination of the Plan shall adversely affect the
rights of any Participant with respect to amounts that have been
credited to his or her Account prior to the date of such amendment or
termination.
ARTICLE 10 - MISCELLANEOUS
10.1 No Funding
The Plan constitutes a mere promise by the Company to make payments
in accordance with the terms of the Plan and Participants and
beneficiaries shall have the status of general unsecured creditors of
the Company. Nothing in the Plan will be construed to give any
employee or any other person rights to any specific assets of the
Company or of any other person. In all events, it is the intent of
the Company that the Plan be treated as unfunded for tax purposes and
for purposes of Title I of ERISA.
10.2 Non-assignability
None of the benefits, payments, proceeds or claims of any participant
or beneficiary shall be subject to any claim of any creditor of any
Participant or beneficiary, nor shall any Participant or beneficiary
have any right to alienate, anticipate, commute, pledge, encumber or
assign any of the benefits or payments or proceeds which he or she
may expect to receive, contingently or otherwise, under the Plan.
10.3 Limitation of Participant's Rights
Nothing contained in the Plan shall confer upon any person a right to
be employed or to continue in the employ of the Company, or interfere
in any way with the right of the Company to terminate the employment
of a Participant in the Plan at any time, with or without cause.
10.4 Participants Bound
Any action with respect to the Plan taken by Oil-Dri Corporation of
America, the Plan Administrator or the Company or any action
authorized by or taken at the director of the Plan Administrator or
the Company shall be conclusive upon all Participants and
beneficiaries entitled to benefits under the Plan.
10.5 Receipt and Release
Any payment to any Participant or beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in
satisfaction of claims against the Company and/or, the Plan
Administrator under the Plan, and the Plan Administrator may require
such Participant or beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect. If any
Participant or beneficiary is determined by the Plan Administrator to
be incompetent by reason of physical or mental disability, including
minority, to give a valid receipt and release, the Plan Administrator
may cause payment or payments becoming due to such person to be made
to another person for his or her benefit without responsibility on
the part of the Plan Administrator or the Company to follow the
application of such funds.
10.6 Governing Law
The Plan shall be construed, administered, and governed in all
respects under and by the laws of the state of Illinois. If any
provision shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.
10.7 Headings and Subheadings
Headings and subheadings in this Plan are inserted for convenience
only and are not to be considered in the construction of the
provisions thereof.
WHEREAS, the Committee recommends the adoption of the new Oil-
Dri Corporation of America Deferred Compensation Plan effective
November 15, 1995;
NOW THEREFORE BE IT RESOLVED, that the Corporation hereby:
(1) Amends the Plan to prohibit deferrals under the Plan
after December 31, 1995, to terminate any Stated Deferrals made
with respect to Compensation earned after December 31, 1995 and
empowers the Administrative Committee under the Plan to take
such actions as necessary to effect such amendments; and
(2) Adopts the Oil-Dri Corporation of America Deferred
Compensation Plan effective November 15, 1995, a copy of which
is attached to these minutes as Exhibit A, and, in connection
with that adoption confirms that the annual retainer paid a
Director shall be for services rendered for the period beginning
January 1 and ending December 31 of any calendar year in which a
Director was a member of the Company's Board. If a Director
fails to serve during the entire period, there shall be no pro-
rata adjustment to the annual retainer.