EXHIBIT 10(b)
AMENDMENT OF RETIREMENT AGREEMENT
WITH G. XXXXXXX XXXXXXXXX
Agreement made as of April 21, 1997 by Stanhome Inc., a Massachusetts
corporation with its principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Company") and G. Xxxxxxx Xxxxxxxxx of
00 Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000 ("Xxxxxxxxx").
WHEREAS, the Company and Xxxxxxxxx have previously entered into a
Retirement Agreement dated November 9, 1993 ("the Retirement Agreement");
and
WHEREAS, the Stanhome Inc. Supplemental Pension Plan (the "Plan") is being
amended to provide for certain additional benefits to the Company's non-
Director key executives in the event of termination of employment under
certain circumstances; and
WHEREAS, Xxxxxxxxx is excluded from participation in the Plan and the
Company desires to provide for such benefits under the Retirement
Agreement; and
WHEREAS, the Company and Xxxxxxxxx wish to amend the Retirement Agreement
in a manner consistent with the Plan and in certain other respects as well;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties do hereby amend the Agreement as set
forth below, effective as of the date hereof:
1. Subparagraph 2(b) of the Retirement Agreement is amended in its
entirety to read:
"Notwithstanding any provision of Paragraph 2 to the contrary, if
Xxxxxxxxx'x employment terminates involuntarily at any time
(including before August 28, 1998) for any reason other than cause,
he shall be entitled to receive the benefit determined under
Subparagraph 2(a) as if his age on termination were his actual age
plus five years; but such benefit shall not be payable before his
(actual) fifty-seventh (57th) birthday."
2. Paragraph 7 of the Retirement Agreement is amended to designate the
existing paragraph as subparagraph (a) thereof and to add a new
subparagraph (b) to read as follows:
"(b) Notwithstanding any otherwise applicable provision of this
agreement to the contrary, the retirement benefits due to Xxxxxxxxx
(or his beneficiary) under this Agreement, if any, shall be paid in a
lump sum upon the occurrence of (i) a termination of Xxxxxxxxx'x
employment under circumstances that entitle Xxxxxxxxx to payment of a
severance benefit under Paragraph 1 of the "Change in Control
Agreement" dated November 9, 1993 between the Company and Xxxxxxxxx
(or, if at the time of such termination the Change in Control
Agreement is no longer in effect, under circumstances that would
entitle Xxxxxxxxx to such payment if such Agreement were in effect),
or (ii) a Change in Control (as defined in the Change in Control
Agreement) at any time following Xxxxxxxxx'x termination of
employment from the Company. Such lump-sum payment shall be the
present value of the benefit payable to Xxxxxxxxx hereunder using the
Pension Benefit Guaranty Corporation immediate annuity interest rate
as is in effect for the month in which the payment is made and the
mortality table based on the UP-1984 Table, all as in accordance with
generally acceptable actuarial principles."
3. The third Subparagraph under Paragraph 5 of the Retirement Agreement
("Annual Compensation") is replaced by the following Subparagraph:
"In the event that benefits become payable under Subparagraph 2(b) or
4(a) and Xxxxxxxxx'x employment is terminated involuntarily for any
reason other than cause prior to completion of five years of service,
the "average annual compensation" used in determining benefits
payable thereunder shall be the product of (a) the sum of the
compensation received during his employment by the Company to the
date of death, or termination, divided by the number of full months
(and giving a proportionate effect to any partial month) of
employment used to determine the sum of the compensation and (b)12."
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
STANHOME INC.
By:/s/Xxxx Xxx Xxxxxxxx
/s/G. Xxxxxxx Xxxxxxxxx
G. Xxxxxxx Xxxxxxxxx
