EXHIBIT 10(d)
SUPPLEMENTAL RETIREMENT CONTRACT
SECOND AMENDMENT
Amendment made as of June 5, 1997 by Stanhome Inc., a Massachusetts
corporation with its principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Stanhome") and Xxxxxx X. Xxxxxxx of 000
Xxx Xxxxxxxx, Xxxxxx, Xxxxxxx 00000 ("Xxxxxxx").
WHEREAS, Stanhome and Xxxxxxx have previously entered into a
Supplemental Retirement Contract dated March 5, 1986 as amended on March
28, 1988 (the "Contract"); and
WHEREAS, Stanhome is amending its Supplemental Retirement Plan for
certain of the Company's non-Director key executives in the event of
termination of employment under certain circumstances; and
WHEREAS, the full benefit intended for Xxxxxxx would not be available
through the amended Pension Plan and Supplemental Pension Plan in which
(together with the Stanhome Pension Plan) he is an active participant;
NOW, THEREFORE, in consideration of the premises and mutual
agreements hereinafter contained, the parties do hereby amend the Contract
as set forth below, effective as of the date hereof:
1. Section 1(b) is amended in its entirety to read:
If Xxxxxxx'x employment terminates involuntarily for any reason other
than Cause, he or his wife shall be entitled to receive the benefit
determined under subparagraph 1(a) as if his age on termination were
his actual age plus five years.
2. Section 1(c) is amended to delete the phrase "or if he dies before
reaching age 55" in the second line thereof.
3. Section 2 is amended to designate the existing paragraph as
subsection 2(a) and to add a new subsection (b) to read as follows:
"(b) Notwithstanding any otherwise applicable provision of this
agreement to the contrary, the retirement benefits due to Xxxxxxx (or
his beneficiary) under this Agreement, if any, shall be paid in a
lump sum upon the occurrence of (i) a termination of Xxxxxxx'x
employment under circumstances that entitle Xxxxxxx to payment of a
severance benefit under Paragraph 1 of the "Change in Control
Agreement" dated January 1, 1992 between the Company and Xxxxxxx (or,
if at the time of such termination the Change in Control Agreement is
no longer in effect, under circumstances that would entitle Xxxxxxx
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 Xxxxxxx'x termination of employment from the
Company. Such lump-sum payment shall be the present value of the
benefit payable to Xxxxxxx 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."
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
STANHOME INC.
By: /s/G. Xxxxxxx Xxxxxxxxx
/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
ATTEST:
/s/Xxxxx X. Xxxxx
Secretary
