EXHIBIT 10(s)
STANHOME SUPPLEMENTAL INVESTMENT SAVINGS PLAN
(Effective May 1, 1994)
WHEREAS, Stanhome Inc., a Massachusetts corporation (the
"Company"), has for many years maintained the Stanhome Investment Savings
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 402(g) of the Code limits the contributions to
a participant's Salary Reduction Contribution Account under the Qualified
Plan to $7,000 (adjusted for increases in the cost of living) (the "Dollar
Limit");
WHEREAS, section 401(k) of the Code (the "Before-Tax
Contribution Limit") may limit the amount of contributions which may be
allocated to the Salary Reduction Contribution Accounts of certain highly
compensated participants under the Qualified Plan;
WHEREAS, section 415 of the Code requires that allocations to
participants' accounts under the Qualified Plan generally be limited to the
lesser of $30,000 (adjusted for increases in the cost of living) and 25% of
a participant's compensation in certain other respects (the "Section 415
Limit"); and
WHEREAS, the Company and the Employers desire to adopt an
"excess benefit plan" within the meaning of 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 contributions which, but for
sections 401(a)(17), 401(k), 402(g) and 415 of the Code, would be provided
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 Supplemental Investment Savings
Plan, as from time to time amended.
(b) Key Associate. For any Plan Year, an employee of the
Company or an Employer who is a Participant in
the Qualified Plan for a Plan Year and who either is (i) an
officer of the Company or any Employer, or (ii) is classified
by the Committee as a "key associate" who shall elect to
participate in this Plan for a calendar year. An election to
participate in this Plan for a calendar year shall be made
(i) for the calendar year in which the Plan is adopted, or for
the calendar year in which an employee first becomes designated
as eligible to participate in the Plan, within 30 days after
such adoption or designation, as the case may be, and (ii) for
each subsequent calendar year, by December 31 of the preceding
calendar year. A person shall cease to be Key Associate upon
the complete distribution of his or her Accounts under the
Plan.
(c) Account. An account established on behalf of a Key
Associate pursuant to the Plan.
(d) Valuation Date. The date as of which earnings (or
losses) are credited to an Account pursuant to paragraph 3 of
the Plan.
(e) Trust. A trust entered into between the Company, the
Employers and the trustee for the purpose of administering
assets of the Company to be used for the purpose of satisfying
the obligations of the Company and the Employers under the
Plan. Any such trust shall be established in such manner so as
to be a "grantor trust" of which the Company and the Employers
are the grantors, within the meaning of section 671 et. seq. of
the Code.
2. Accounts. There shall be established on the books of the
Company and of each Employer an Employee Account in the name and on behalf
of each employee thereof who is a Key Associate and who, during any Plan
Year beginning after December 31, 1993, would have been entitled, based on
the election made by such Key Associate under Section 3.2 of the Qualified
Plan as in effect on the first day of such Plan Year (or in the case of the
first Plan Year for which an employee is eligible to participate in this
Plan based on a separate written election pursuant to this Plan to defer a
percentage of pay earned after the date of such election, to make
contributions to his or her Salary Reduction Contribution Account in excess
of the amount that would have been so allocated but for the application of:
(a) The penultimate three sentences of subdivision (12) of
Article 2 of the Qualified Plan, relating to the Compensation
Limit;
(b) Section 4.2 of the Qualified Plan, relating to the Dollar
Limit;
(c) Section 4.4 of the Qualified Plan, relating to the Before-
Tax Contribution Limit; and
(d) Section 7.5 of the Qualified Plan relating to the
Section 415 Limit.
The compensation otherwise payable by the Company or an
Employer to such Key Associate shall be reduced, and each Employee Account
shall be credited with, such amounts, and at such time and in such manner,
as shall be necessary so that the wages subject to withholding under
section 3402 of the Code of such Key Associate shall not be greater than if
the contributions to his or her Salary Reduction Contribution Account were
not subject to any of the above-described limits. Notwithstanding anything
herein to the contrary, the amount to be credited by the Company or an
Employer to the Employee Account of each such Key Associate for any Plan
Year shall not exceed the elected percentage of the Key Associate's
Compensation for such Plan Year (determined without regard to the
Compensation Limit) in effect under Section 4.1(a) of the Qualified Plan on
the first day of such Plan Year (or, in the case of the first year for
which a Key Associate is eligible to participate in this Plan, the maximum
such percentage allowed under Section 4.1(a) of the Qualified Plan, less
the amount contributed on behalf of such Key Associate for such Plan Year
pursuant to Section 4.1 (a) of the Qualified Plan.
3. Earnings on Accounts. As of the close of each business
day, the Company and each Employer shall credit to or charge against, as
the case may be, each Account established on its books pursuant to
paragraph 2 of this Plan, an amount representing investment gains or losses
in respect of the balance of such Account. The amount of such gains or
losses in respect of the Account of any Participant shall be determined by
the Committee to be equal to the net gain or loss that would have been
earned on an amount equal to the balance of such Participant's Account as
of the close of the preceding business day, as adjusted for any credits,
withdrawals or distributions, based on the hypothetical investment
elections made by the Key Associate, as described below. Each Key
Associate shall be entitled to elect to have the earnings in respect of his
or her Plan Account determined as if an amount equal to the balance thereof
were invested among the investment funds available from time to time under
the Qualified Plan except the Stanhome Stock Fund and the Putnam Stable
Value Fund. Such elections shall be subject to the same provisions
regarding the time, manner and portion of the account subject to such
election as are applicable from time to time under the Qualified Plan.
4. Vesting. Amounts credited to a Key Associate's Account
pursuant to the terms of this Plan shall be fully vested and not subject to
forfeiture for any reason.
5. Hardship Withdrawals. If a Key Associate experiences an
"unforeseeable financial emergency," as defined below, he or she may
request the Committee to (i) suspend any further reductions in compensation
pursuant to Section 2 above, (ii) receive a complete or partial
distribution of the Key Associate's Accounts under the Plan or (iii) do
both (i) and (ii) above. The amount of any distribution pursuant to this
Section 5 shall not exceed the lesser of (i) the balance of the Key
Associate's Accounts under the Plan, determined as of the Valuation Date
next following the date of such request, and (ii) the amount reasonably
necessary to satisfy such unforeseeable financial emergency. For purposes
of this Section 5, "unforeseeable financial emergency" shall mean an
unanticipated emergency that is caused by an event beyond the control of
the Participant that would result in severe financial hardship to the Key
Associate resulting from (i) a sudden and unexpected illness or accident of
the Key Associate or a dependent of the Key Associate, (ii) a loss of the
Key Associate's property due to casualty or (iii) such other extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Key Associate, all as determined in the sole discretion of
the Committee.
6. Distributions. The distribution of a Key Associate's
Accounts under this Plan shall be made at the same time and in the same
manner as distributions are made to the Key Associate under the Qualified
Plan. Such distribution shall be based on the balance of the Key
Associate's Accounts as of the Valuation Date coinciding with or next
following the valuation date used to determine the amount to be distributed
to or on behalf of the Key Associate under the Qualified Plan.
7. Beneficiaries. If a Key Associate shall die while any
amount remains credited to the Accounts established on his behalf pursuant
to paragraph 2 of this Plan, such amount shall be distributed as provided
in paragraph 6 of this Plan to the beneficiary or beneficiaries as the Key
Associate may, from time to time, designate in writing delivered to the
Committee. A Key Associate may revoke or change his or her beneficiary
designation at any time in writing delivered to the Committee. If a Key
Associate does not designate a beneficiary under this Plan, or if no
designated beneficiary survives the Key Associate, the balance of his or
her Account shall be distributed to the person or persons entitled to his
or her account under Section 8.5 of the Qualified Plan (or who would be so
entitled if there were then an amount remaining unpaid under the Qualified
Plan).
8. 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 Key Associates or Beneficiaries in
respect of amounts credited to their Accounts as of the date of such
amendment or termination.
9. 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.
10. 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 10 of the Qualified Plan (other than
Section 10.3, relating to qualified domestic relations orders) are hereby
incorporated herein by reference, and shall be applicable as if such
provisions were set forth herein.
11. 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.
12. 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.
13. 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.
14. 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 Employers of their liabilities under the
Plan, but the Employers' obligations under the Plan shall be deemed
satisfied to the extent paid from the Trust.
14. Miscellaneous.
(a) Certain Qualified Plan Provisions. Except as otherwise
provided herein, the miscellaneous provisions contained in Sections 13.6
(relating to gender and plurals), 13.7 (relating to applicable law) and
13.8 (relating to severability) 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 charged against the Accounts in such amounts and at such
time and in such manner as the Committee, in its sole discretion, shall
determine.
(c) FICA Taxes. For each calendar year in which a Key
Associate's compensation is reduced pursuant to this Plan, his or her
employer shall withhold from that portion of the Key Associate's payments
of compensation the taxes imposed upon the Key Associate pursuant to
section 3121 of the Code in respect of the amount by which the Key
Associate's compensation is reduced.
(d) Successors and Assigns. The provisions of this Plan shall
bind and inure to the benefit of each Employer and its successors and
assigns, as well as each Key Associate 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
ATTEST:
/s/Mark I. Cohen
Title: Assistant Secretary