EXHIBIT 10.B
THE DIAL CORP
DIRECTOR'S CHARITABLE AWARD PROGRAM
1. PURPOSE OF THE PROGRAM.
The Dial Corp Director's Charitable Award Program (the
"Program") allows each eligible Director of The Dial Corp
(the "Corporation") to recommend that the Corporation make a
donation of $1,000,000 to the eligible tax-exempt
organization(s) (the "Donee(s)") selected by the Director,
with the donation to be made, in the Director's name, in ten
equal annual installments, with the first installment to be
made as soon as is practicable after the Director's death.
The purpose of the Program is to recognize the interest of
the Corporation and its Directors in supporting worthy
educational institutions and other charitable organizations.
2. ELIGIBILITY.
All persons serving as Directors of the Corporation as of
February 15, 1995, shall be eligible to participate in the
Program. All Directors who join the Corporation's Board of
Directors after that date shall be immediately eligible to
participate in the Program upon election to the Board.
3. RECOMMENDATION OF DONATION.
When a Director becomes eligible to participate in the
Program, he or she shall make a written recommendation to
the Corporation, on a form approved by the Corporation for
this purpose, designating the Donee(s) which he or she
intends to be the recipient(s) of the Corporation donation
to be made on his or her behalf. A Director may revise or
revoke any such recommendation prior to his or her death by
signing a new recommendation form and submitting it to the
Corporation.
4. AMOUNT AND TIMING OF DONATION.
Each eligible Director may choose one organization to
receive a corporate donation of $1,000,000, or two or more
organizations to receive donations aggregating $1,000,000.
Each recommended organization must be recommended to receive
a donation of at least $100,000. The donation will be made
by the Corporation in ten equal annual installments, with
the first installment to be made as soon as is practicable
after the Director's death. If a Director recommends more
than one organization to receive a donation, each will
receive a prorated portion of each annual installment. Each
annual installment payment will be divided among the
recommended organizations in the same proportions as the
total donation amount has been allocated among the
organizations by the Director.
5. DONEES.
In order to be eligible to receive a donation, a recommended
organization must initially, and at the time a donation is
to be made, qualify to receive tax-deductible donations
under the Internal Revenue Code, and be reviewed and
approved by the Corporate Contributions Committee. A
recommendation will be approved unless it is determined, in
the exercise of good faith judgment, that a donation to the
organization would be detrimental to the best interests of
the Corporation. A Director's private foundation is
eligible to receive donations under the Program. If an
organization recommended by a Director ceases to qualify as
a Donee, and if the Director does not submit a form to
change the recommendation before his or her death, the
amount recommended to be donated to the organization will
instead be donated to the Director's remaining recommended
qualified Donee(s) on a prorated basis. If none of the
recommended organizations qualify, the donation will be made
to the organization(s) selected by the Corporation.
6. VESTING.
A Director will be vested in the Program when he or she
completes five years of Board service, or in the event (a)
he or she dies or becomes disabled while serving as a
Director, (b) if not an employee of the Corporation, he or
she retires at the mandatory retirement age for non-employee
directors, (c) if an employee of the Corporation, he or she
retires on or after his or her normal retirement date, or
(d) there is a Change of Control of the Corporation. For
persons serving as Directors on February 15, 1995, Board
service prior to that date will count as vesting service.
If a Director terminates Board service (other than due to
death, disability or mandatory retirement) before becoming
vested, no donation will be made on his or her behalf.
7. FUNDING AND PROGRAM ASSETS.
The Corporation may fund the Program or it may choose not to
fund the Program. If the Corporation elects to fund the
Program in any manner, neither the Directors nor their
recommended Donee(s) shall have any rights or interests in
any assets of the Corporation identified for such purpose.
Nothing contained in the Program shall create, or be deemed
to create, a trust, actual or constructive, for the benefit
of a Director or any Donee recommended by a Director to
receive a donation, or shall give, or be deemed to give, any
Director or recommended Donee any interest in any assets of
the Program or the Corporation. If the Corporation elects
to fund the Program through life insurance policies, a
participating Director agrees to cooperate and fulfill the
enrollment requirements necessary to obtain insurance on his
or her life.
8. AMENDMENT OR TERMINATION.
The Board of Directors of the Corporation may, at any time,
without the consent of the Directors participating in the
Program, amend, suspend, or terminate the Program. However,
once a Director becomes vested in the Program, the Program
may not be amended, suspended or terminated with respect to
such Director without his or her consent; provided, the
Board can elect, unless a change of control of the
Corporation has occurred, to terminate the Program with
respect to any Director whose Board service is terminated as
a result of a felony conviction, or a conviction of a crime
involving moral turpitude, fraud or dishonesty, whether or
not he or she is vested.
9. ADMINISTRATION.
The Program shall be administered by the Executive
Compensation Committee of the Board of Directors of the
Corporation. The Committee shall have plenary authority in
its discretion, but subject to the provisions of the
Program, to prescribe, amend, and rescind rules, regulations
and procedures relating to the Program. The determinations
of the Committee on the foregoing matters shall be
conclusive and binding on all interested parties.
10. CHANGE OF CONTROL.
If there is a Change of Control of the Corporation, all
participants serving as Directors at the time of the Change
of Control shall become immediately vested in the Program,
and, notwithstanding the provisions of Section 8, the
Program shall not thereafter be amended or terminated with
respect to any person participating in the Program at the
time of the Change of Control. For the purpose of the
Program, the term "Change of Control" shall have the same
meaning as is defined for that term in The Dial Corp 1992
Stock Incentive Plan.
11. GOVERNING LAW.
The Program shall be construed and enforced according to the
laws of State of Arizona, and all provisions thereof shall
be administered according to the laws of said state.
12. EFFECTIVE DATE.
The Program effective date is February 15, 1995. The
recommendation of a Director will not be effective until he
or she completes the Program enrollment requirements.