EXHIBIT 10(cc)
THIRD AMENDMENT TO
STANHOME INC. SUPPLEMENTAL PENSION PLAN
WHEREAS, Stanhome Inc., a Massachusetts corporation (the
"Company"), has heretofore adopted and maintains a supplemental pension
plan for the benefit of certain of its employees designated the "Stanhome
Inc. Supplemental Pension Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain
respects;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 5 of the Plan, the Plan is amended effective August 1, 1997 in the
following respects:
1. Section 1 of the Plan is amended to add a new subsection at
the end thereof to read as follows:
(d) Change in Control. A change in control of a nature that
would, in the opinion of Company counsel, be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
provided that, without limitation, such a Change in Control shall be deemed
to have occurred if
(i) any "Person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) (other than the Company or
any subsidiary of the Company, any trustee or fiduciary
holding securities under an employee benefit plan of the
Company or any of its subsidiaries or a corporation owned,
directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of
the stock of the Company) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then
outstanding securities; or
(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board and any new director (other than a director
designated by a Person who has entered into an agreement
with the Company to effect a transaction described in
Clause (I), (iii) or (iv) of this paragraph) whose election
by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved cease
for any reason to constitute a majority thereof; or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation,
other than (A) a merger or consolidation which would result
in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the surviving entity), in combination with
the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company,
at least 75% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation,
or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person acquires 25% or more of the combined voting
power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially
all the Company's assets.
2. Section 2 of the Plan is amended to add a new paragraph
at the end thereof to read as follows:
Notwithstanding any provision of this Plan to the contrary,
in the event of a Change in Control of the Company, no
Supplemental Pension shall be payable to any individual unless
such individual was entitled to a Supplemental Pension under this
Plan immediately prior to the date of such Change in Control (or
would have been so entitled had the individual terminated
employment before such date).
3. The second paragraph of Section 3 of the Plan is amended
to substitute the phrase "Change in Control" for the phrase "Change in
Control (as defined in the Change in Control Agreement)" as it appears
therein.
4. Section 7 of the Plan is amended to add a new paragraph at
the end thereof to read as follows:
Notwithstanding any provision of this Plan to the
contrary, following the date on which a Change in Control of
the Company occurs, the "Committee" for purposes of this Section
shall be comprised of the individuals who are members of the
Committee immediately prior to such Change in Control. After such
date, an individual need not be an Employee in order to be a
member of the Committee, and any vacancies on the Committee that
may arise during such period shall be filled by the remaining
members of the Committee.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 24 day of December, 1997.
STANHOME INC.
By: /s/ H. L. Tower
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Title: President and CEO
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ATTEST:
/s/ Mark I. Cohen
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Title: Assistant Secretary
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