EXHIBIT 10(r)
STANHOME INC.
SUPPLEMENTAL PENSION PLAN
(Effective May 1, 1994)
WHEREAS, Stanhome Inc., a Massachusetts corporation (the
"Company"), has for many years maintained the Stanhome Inc. Pension Plan (the
"Qualified Plan") for the benefit of its employees and employees of certain of
its subsidiaries which have, with the consent of the Company, elected to
participate in the Qualified Plan (the "Employers");
WHEREAS, section 401(a)(17) of the Internal Revenue Code of 1986,
as amended (the "Code") limits the amount of annual compensation which may be
taken into account under the Qualified Plan to $150,000 (as adjusted for
increases in the cost of living) (the "Compensation Limit");
WHEREAS, section 415 of the Code requires that the maximum pension
payable to a participant be limited to $90,000, subject to adjustment for
increases in the cost of living and in certain other respects (the "Section 415
Limit"); and
WHEREAS, the Company and the Employers desire to adopt an "excess
benefit plan" as defined in section 3(36) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and to provide benefits to "a select
group of management or highly compensated employees," within the meaning of
ERISA, equal to the benefits which, but for sections 401(a)(17)and 415 of the
Code, would have been payable to such participants under the Qualified Plan.
NOW, THEREFORE, the Company and the Employers hereby agree as
follows:
1. Definitions. All capitalized terms used herein shall have
the respective meanings assigned to such terms by the Qualified Plan, except as
otherwise set forth in the preamble to or text of this Plan or below:
(a) Plan. This Stanhome Inc. Supplemental Pension Plan, as from
time to time amended.
(b) Trust. A trust entered into between the Employers and the
trustee for the purpose of administering assets of the Company to
be used for the purpose of satisfying the Employers' obligations
under the Plan. Any such trust shall be established in such
manner so as to be a "grantor trust" of which the Employers are
the grantors, within the meaning of section 671 et. seq. of the
Code.
(c) Cause. (i) The willful and continued failure by a Participant
to substantially perform the Participant's duties with the Company
or an Employer (other than any such failure resulting from the
Participant's incapacity due to physical or mental illness) after
a written demand for substantial performance is delivered to the
Participant, by his or her employer, which demand specifically
identifies the manner in which the Participant has not
substantially performed his or her duties, or (ii) the willful
engaging by the Participant in conduct which is demonstrably and
materially injurious to the
Company or its subsidiaries, monetarily or otherwise. For purposes
of clauses (i) and (ii) of this definition, no act, or failure to
act, on the Participant's part shall be deemed "willful" unless
done, or omitted to be done, by the Participant not in good faith
and without reasonable belief that such act, or failure to act,
was in the best interest of the Company or an Employer.
2. Amount of Benefits. If upon the termination of employment
of any Participant, (a) the Pension payable under Section 5.2 (relating to
normal or deferred retirement), 5.3 (relating to early retirement) or 5.6
(relating to vested termination) of the Qualified Plan, as the case may be, is
less than (b) the Pension so determined but without regard to
(i) the penultimate three sentences of subdivision (11) of
Article 2 of the Qualified Plan, relating to the Compensation
Limit, and
(ii) Section 8.1 of the Qualified Plan, relating to the
Section 415 Limit,
then such Participant shall be entitled to receive from his or her Employer a
Pension (the "Supplemental Pension") equal to the excess of the Pension
described in clause (b) over the Pension described in clause (a) above, except
that a Participant shall not be entitled to a Supplemental Pension if the
Participant's employment was terminated involuntarily for Cause.
3. Time and Manner of Payment. If the Participant's Pension
under the Qualified Plan is payable in a form of Pension other than the Pension
described in Section 5.2 (a single life annuity) of the Qualified Plan, the
Supplemental Pension shall be paid in the same form and at the same time, with
any survivor's benefit payable to the same Beneficiary, as the Pension payable
to the Participant under the Qualified Plan. A Pension payable in a form other
than that described in Section 5.2 (describing a single life annuity) of the
Qualified Plan shall be the actuarial equivalent thereof, computed using the
actuarial methods and factors then in effect under the Qualified Plan.
Notwithstanding the foregoing, in any case in which the lump sum Actuarial
Equivalent of the benefit payable to or on behalf of a Participant would be less
than $3,500, the Committee may, in its discretion, direct payment of such
benefit in a lump sum.
4. Survivors' Benefits. If a Participant who at the time of his
or her termination of employment, including termination of employment on account
of his or her death, is entitled to receive a Pension under Section 5.2, 5.3 or
5.6 of the Qualified Plan shall die prior to his Pension Starting Date, and if
such Participant would have been entitled to a Supplemental Pension pursuant to
Section 2 of this Plan had such Participant retired and elected to have his or
her Pension commence immediately before his or her death, then the Participant's
spouse, if such spouse was married to the Participant on the date of his or her
death, shall be entitled to receive a Pension (the "Supplemental Survivor's
Pension") from the Participant's Employer. The amount of such Supplemental
Survivor's Pension shall be equal to:
(a) in the case of (i) a Participant who dies after his or her
termination of employment or (ii) who dies while employed by an
Employer but before attaining age 55, the amount which would
have been payable to such surviving spouse had the Participant
terminated employment immediately before his or her death and
elected to have his or her Pension begin as of the date such
Supplemental Survivor's Pension is to commence (as described
below), in the form described in Section 6.1(b) of the Qualified
Plan (relating to a 50% joint and survivor's annuity); or
(b) in the case of a Participant who dies while in the employ of
an Employer and after attaining age 55, one-half of the
Supplemental Pension that would have been payable to such
Participant under Section 2 determined as if the Participant had
terminated his or her employment immediately before his or her
death and elected to have his or her Pension begin as of the date
such Supplemental Survivor's Pension is to commence (as described
below), in the form of Option 1 set forth in Section 6.2 of the
Qualified Plan (relating to single life annuities).
The Supplemental Survivor's Pension shall commence on the first day of any month
following the Participant's death as the surviving spouse shall designate by 30
days advance written notice, but not before the date on which the Participant
would have attained age 55, nor after April 1 of the year following the year in
which the Participant would have attained age 70-1/2, had he or she survived.
Notwithstanding the foregoing, no Supplemental Survivor's Benefit shall be
payable in respect of a Participant whose Pension under the Qualified Plan would
have been payable under Section 5.6 thereof (relating to vested termination) and
whose employment was involuntarily terminated for Cause.
5. Amendment and Termination. This Plan shall be subject to
the same reserved powers of amendment and termination as the Qualified Plan
(without regard to any limitations imposed on such powers by the Code or ERISA),
except that no such amendment or termination shall reduce or otherwise adversely
affect the rights of Participants or Beneficiaries in respect of amounts accrued
hereunder as of the date of such amendment or termination.
6. Application of ERISA. This Plan is intended to be an
"excess benefit plan" within the meaning of section 3(36) of ERISA and an
unfunded plan maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and
Department of Labor Regulation Section 2520.104-23. This Plan shall not be a
funded plan, and the Company and the Employers shall be under no obligation to
set aside any funds for the purpose of making payments under this Plan. Any
payments hereunder shall be made out of the general assets of the Company and
the Employers.
7. Administration. The Committee shall be charged with the
administration of this Plan and shall have the same powers and duties, and shall
be subject to the same limitations, as are described in the Qualified Plan. The
provisions of Article 11 of the Qualified Plan (other than Section 11.3,
relating to qualified domestic relations orders) are hereby incorporated herein
by reference, and shall be applicable as if such provisions were set forth
herein.
8. Nonassignment of Benefits. Notwithstanding anything
contained in the Qualified Plan to the contrary, it shall be a condition of the
payment of benefits under this Plan that neither such benefits nor any portion
thereof shall be assigned, alienated or transferred to any person voluntarily or
by operation of any law, including any assignment, division or awarding of
property under state domestic relations law (including community property law).
If any person shall endeavor or purport to make any such assignment, alienation
or transfer, the amount otherwise provided hereunder which is the subject of
such assignment, alienation or transfer shall cease to be payable to any person.
9. No Guaranty of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between any Employer and any
employee or as conferring a right on any employee to be continued in the
employment of any Employer.
10. Adoption By Employers. Any corporation which is or becomes
an "Employer" under the Qualified Plan may, with the consent of the Company,
become an Employer in this Plan by delivery to the Company of a resolution of
its board of directors or duly authorized committee to such effect, which
resolution shall specify the first Plan Year under the Qualified Plan for which
this Plan shall be effective in respect of the employees of such corporation.
11. Trust. The Company (and the Employers) shall establish the
Trust and shall at least annually contribute to the Trust such assets as the
Committee determines, in its sole discretion, are necessary to provide for the
Employers' future liabilities created with respect to the amounts credited to
the Accounts established hereunder. The existence of the Trust shall not
relieve the Company or the Employers of their liabilities under the Plan, but
the obligations of the Company and the Employers under the Plan shall be deemed
satisfied to the extent paid from the Trust.
12. Miscellaneous. (a) Certain Qualified Plan Provisions.
Except as otherwise provided herein, the miscellaneous provisions contained in
Sections 14.5 (relating to gender and plurals) and 14.6 (relating to applicable
law) are hereby incorporated herein by reference, and shall be applicable as if
such provisions were set forth herein.
(b) Expenses. All costs and expenses incurred in administering
the Plan, including the expenses of the Committee, the fees of counsel and any
agents of the Committee and other administrative expenses shall be paid by the
Company and the Employers. The Committee, in its sole discretion, having regard
to the nature of a particular expense, shall determine the portion of such
expense which is to be borne by the Company or a particular Employer.
(c) FICA Taxes. If for each calendar year, a Participant accrues
a benefit hereunder, the Participant's employer shall withhold from the payments
of compensation to the Participant the taxes imposed upon such Participant
pursuant to section 3121 of the Code in respect of the amount of such accrual.
(d) Successors and Assigns. The provisions of this Plan shall
bind and inure to the benefit of the Company and each Employer and its
successors and assigns, as well as each Participant and his or her Beneficiaries
and successors.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed and its corporate seal to be hereunder affixed this 10th day of May,
1994.
STANHOME INC.
By: /s/G.W. Seawright
Title: President and C.E.O.
ATTEST:
/s/Mark I. Cohen
Title: Assistant Secretary