LEGGETT & PLATT, INCORPORATED
DEFERRED COMPENSATION AGREEMENT
This agreement ("Agreement") is made between Leggett & Platt, Incorporated
or its affiliates ("Company") and the executive named below ("Executive").
1. PURPOSE. The purpose of this Agreement is to allow Executive the
opportunity to defer payment of salary, awards and other earnings as set forth
on Exhibit A hereto (collectively "Earnings").
2. DEFERRAL. Executive irrevocably elects to defer payment of those
Earnings set forth on Exhibit A hereto ("Deferral Election Form"). Executive
shall submit an executed and completed Deferral Election Form to the Staff
Vice President-Personnel ("Administrator") prior to the time such Earnings
would have otherwise been paid but for such election. The extent of the
deferral, the terms and increments of payment of the Earnings shall be as set
forth on the Deferral Election Form and this Agreement.
3. ESTABLISHMENT OF ACCOUNT. The Administrator shall establish an account
on the Company's books to which the Earnings, and interest thereon as set
forth in Exhibit B shall be credited ("Account"). The establishment of such
Account shall not constitute a trust or a fiduciary relationship.
4. VESTING. The amount credited to the Account shall be at all times and in
all events one hundred percent (100%) vested in Executive.
5. EXECUTIVE'S RIGHTS UNSECURED. The right of Executive to receive any
unpaid portion of the Account shall be an unsecured claim against the general
assets of the Company. The Company's obligation under this Agreement is a
mere promise to pay money.
6. ADMINISTRATION. This Agreement shall be administered by a Deferred
Compensation Committee ("Committee") consisting of the Compensation Committee
of the Company. The Administrator will be responsible for administering this
Agreement under the direction, control and supervision of the Committee. The
Committee shall have the authority to adopt rules and regulations for carrying
out the Agreement and discretionary authority to interpret, construe and
implement the provisions hereof. The decisions of the Committee, including,
but not limited to, interpretations and determination of amounts due under this
Agreement (which shall be made in the manner, and in accordance with
procedures, required by law), shall be final and binding on all parties. The
Committee shall not be liable to any person for any action taken or
omitted in connection with the interpretation and administration of this
Agreement unless attributable to such Committee member's own gross misconduct.
7. PAYMENT OF EXECUTIVE'S ACCOUNT. Notwithstanding anything contained in
the Deferral Election Form, the amount credited to each Executive's Account
shall be paid as provided below:
a. TERMINATION. In the event Executive's employment is terminated for
reasons other than death, retirement or disability, Executive shall
receive the balance in his Account in a lump sum payment as soon as
reasonably practical after such termination.
b. DISABILITY. In the event Executive is determined to be totally and
permanently disabled by the Committee, Executive shall receive the
balance in his Account in a lump sum payment as soon as
reasonably practical after the Administrator has made a
determination of such disability.
c. DEATH. In the event of Executive's death, the balance in the
Executive's account shall be paid in a lump sum payment to
participant's beneficiary or estate as soon as reasonably
practical thereafter.
8. DISCRETIONARY PAYMENTS. Notwithstanding any other provision of this
Agreement or the Deferral Election Form, the Committee may in its sole
discretion at any time during the first calendar quarter of 1994, make a full
lump sum payment (i) to Executive or (ii) in the case of Executive's death to
Executive's estate or beneficiary who would otherwise be entitled to receive
such amount in installments.
In addition at any time following a request by Executive or Executive's
successor, the Committee may at its sole discretion make a full lump sum
payment or partial lump sum payment to Executive or Executive's estate or
beneficiary.
9. DESIGNATION OF BENEFICIARY. Executive may file with the Administrator a
form provided by the Administrator designating one or more beneficiaries to
whom payments hereunder shall be made in the event of Executive's death.
Executive may change or revoke a designation of a beneficiary at any time or
from time to time without obtaining the consent of the beneficiary and the
Company shall have no duty to notify such person of the change. A change of
beneficiary shall be made by completing a form provided by the Administrator.
If notice of beneficiary is not on file with the Administrator or if no
person designated by Executive is living at the time of the Executive's
death, then the Executive's estate shall be deemed to be his designated
beneficiary for the purposes hereof.
10. NOT ASSIGNABLE. The right of an Executive to receive any unpaid portion
of the Executive's Account shall not be assigned, transferred, pledged or
encumbered or be subject in any manner to alienation or anticipation.
11. CONFLICT OF DOCUMENTS. In the event of any conflict between the Deferral
Election Form and this Agreement, this Agreement shall control.
12. INCOME AND PAYROLL TAX WITHHOLDING. The Company shall withhold from
Earnings any taxes required to be withheld for federal, state or local
governmental purposes.
13. NO CONTRACT OF EMPLOYMENT. This Agreement does not constitute a contract
of employment.
14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of the Company, its successors and assigns and to Executive, his
heirs, executors, administrators and legal assigns.
This Agreement has been executed by Executive and Company on the date set
forth below.
________________________________ Dated:__________, 1993
EXECUTIVE
LEGGETT & PLATT, INCORPORATED
By: ______________________________
Title: ______________________________
EXHIBIT A
LEGGETT & PLATT, INCORPORATED
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
1994 SALARY
Amount or Percentage $ _______________ or __________%
Form of Payment _____________________________
Date of Payment(s) _____________________________
Length of Payment _____________________________
1994 ANNUAL SALARY INCREASE
Amount or Percentage $ _______________ or __________%
Form of Payment _____________________________
Date of Payment(s) _____________________________
Length of Payment _____________________________
MANAGEMENT INCENTIVE AWARD
(normally payable 2/94)
Amount or Percentage $ ______________ or __________%
Form of Payment ____________________________
Date of Payment(s) ____________________________
Length of Payment ____________________________
OTHER EARNINGS
(Other earnings that Executive desires to defer shall be set forth in
an addendum to this Exhibit A.)
BENEFICIARY DESIGNATION ____________________________
Name ________________________________ Signature _____________________________
EXPLANATIONS ON NEXT PAGE
AMOUNTS Must be even multiple of $100; minimum $1,000
PERCENTAGES Must be between 1% and 100%
FORM OF PAYMENT Choices: A. Lump Sum
B. Annual Installments
C. Quarterly Installments
DATE OF PAYMENT Date on which benefits commence. Payment dates
may be different for each type of compensation
deferred.
Specified Date--must be two or more years after
the end of the calendar year for which the
election is in effect. (I.E., cannot begin
before January 1, 1997)
LENGTH OF PAYMENT Number of years benefits are paid. (If lump sum
payment is elected, this would not be
applicable).
EXHIBIT B
RATES OF INTEREST
3 years -- 6%
5 years -- 6.7%
7 years -- 7%
10 years -- 7.2%
NOTE: Rates of interest for periods different from those set forth above
shall be determined by the Senior Vice President, Finance and
Administration in a manner generally consistent with the determination
of the above rates. In the event Executive does not elect a lump sum
payment, interest will be calculated based on the average life of the
loan.