EXHIBIT 10.3
NEWELL CO.
DEFERRED COMPENSATION PLAN
SECTION 1. INTRODUCTION
Effective August 1, 1980, Newell Co. has established a
Deferred Compensation Plan for members of the Board of
Directors and for certain key executives of the
Company.
SECTION 2. PLAN PARTICIPANTS
Each member of the Board of Directors and employees of
the Company who have been approved as members of the
Cash Bonus Plan shall be a Participant of this plan.
SECTION 3. DEFERRAL ELECTIONS AND TIMING OF PAYMENTS
3.1 Effective January 1, 1981, and each year thereafter,
each member of the Board of Directors may be entitled
to defer the established retainer and meeting fee or
portion thereof for each month that such a member holds
such office with Newell.
Each eligible executive shall be entitled to defer
their cash bonus award or any other earnings above
their base salary.
3.2 The Vice President Personnel Relations shall send to
each eligible participant an election form under which
they may elect to defer all or a portion of their
compensation. Base salary may not be deferred by
regular employees. Deferral elections shall remain in
effect from year to year unless notice to change a
deferral is submitted to the Vice President Personnel
Relations prior to December 31, in the year prior to
the year in which the change is to take place.
3.3 After termination of service, payments will be made in
cash in approximately equal annual installments over
such period of years, not exceeding fifteen, as
Participant elects.
3.4 Each deferred account shall earn interest at a rate
based on the yield rate of U.S. Treasury Bills as
quoted in the Midwest Edition of the Wall Street
Journal. Interest rates shall be accrued and
compounded quarterly based on the weighted average for
the quarter.
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3.5 During his period of service with Newell, a Participant
will acquire knowledge of the affairs of Newell.
Therefore, notwithstanding any other provision of this
Plan, if, without the express consent of Newell, a
Participant or former Participant accepts employment
with or renders other services to any entity which is
engaged in substantial competition with Newell, such
individual's deferred account shall be paid as soon as
practicable in a lump sum and Section 3.3 shall not
apply.
SECTION 4. GENERAL PROVISIONS
4.1 Each Participant may designate a beneficiary or
beneficiaries and may change such designation from time
to time by filing a written designation of
beneficiaries with the Vice President Personnel
Relations on a form provided by the Company. In the
absence of any such designation, any amounts remaining
unpaid at a Participant's death shall be paid to his
estate.
4.2 Establishment of the Plan and coverage of any person
shall not be construed to confer upon any person any
legal right to be continued in the employ of the
Company.
4.3 Deferred amounts hereunder are not in any way subject
to the debts or other obligations of persons entitled
thereto, and may not be voluntarily or involuntarily
sold, transferred, or assigned. When a person entitled
to a payment under the plan is under legal disability,
or, in Newell's opinion is in any way incapacitated so
as to be unable to manage his financial affairs, Newell
may direct that payment be made to such person's legal
representative. Any payment made in accordance with
the preceding sentence shall be in complete discharge
of Newell's obligation to make such payment under the
plan.
4.4 Any action required or permitted to be taken by Newell
under the terms of the plan shall be by affirmative
vote of a majority of the members of the Board of
Directors then in office.
4.5 Notwithstanding any provisions of the Plan, or of the
Cash Bonus Plan, from and after the date of a Change in
Control of the Company, each Participant may at any
time prior to his termination of service with the
Company and all subsidiaries thereof as an employee, or
as a member of the Board of Directors of the Company,
elect to receive payment in a lump sum of the entire
balance of his deferred account held hereunder,
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including interest thereon credited as of the last day
of the calendar month prior to the date of
distribution. Any such election shall be made by a
Participant pursuant to written notice delivered to the
Company at least 10 days prior to the requested date of
distribution. For purposes of this paragraph, a Change
in Control of the Company shall be deemed to occur on
the earliest of:
(i) The acquisition of beneficial ownership, as that
term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, by any entity,
person or group, of more than 50% of the
outstanding capital stock of the Company entitled
to vote for the election of directors ("voting
stock");
(ii) The effective time of (A) a merger or
consolidation of the Company with one or more
other corporations as a result of which the
holders of the outstanding voting stock of the
Company immediately prior to such merger or
consolidation (other than those who are affiliates
of such other corporation) hold less than 80% of
the voting stock of the surviving or resulting
corporation, or (B) a transfer of substantially
all of the property of the Company other than to
an entity of which the Company owns at least 80%
of the voting stock; or
(iii) The election to the Board of Directors of the
Company, without the recommendation or
approval of the incumbent Board of Directors
of the Company, of the lesser of (A) three
directors or (B) directors constituting a
majority of the number of directors of the
Company then in office.
SECTION 5. AMENDMENT AND DISCONTINUANCE
The Board of Directors hereby reserves the right to
amend or discontinue the Plan at any time; provided,
however, that any amendment or discontinuance of the
Plan shall be prospective in operation only and shall
not affect the payment of any deferred fees theretofore
earned by a Participant or former Participant or the
conditions under which any such fees are to be paid or
forfeited under the plan, unless the person affected
shall expressly consent thereto.
Approved by action of the Board of Directors, effective
October 23, 1980 and amended effective October 23, 1986.