EXHIBIT 10.U
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT entered into this 16th day of
February, 1996, between THE DIAL CORP, a Delaware corporation
(hereinafter called "Employer"), and XXXXXX X. XXXXX (hereinafter
called "Employee"),
WITNESSETH:
1. EMPLOYMENT.
Employer hereby employs Employee and Employee hereby
agrees to serve Employer in the capacity hereinafter described
for the employment term hereinafter set forth. Employee
presently is elected to the Board of Directors of The Dial Corp;
in addition he shall be the President and Chief Operating Officer
of The Dial Corp, as it presently exists, at its headquarters in
Phoenix, Arizona, and President and Chief Operating Officer of
The Dial Corp-Consumer Products Group. Employee agrees (a) to
serve in such position or in any other senior executive position
to which he may be elected or appointed by Employer's Board of
Directors during the term of this Agreement, (b) to devote his
best efforts, energies, skill and all of his working time to the
discharge of the duties and responsibilities as President and COO
of The Dial Corp-Consumer Products Group, and (c) to perform his
tasks to Employer's reasonable satisfaction.
2. COMPENSATION AND BENEFITS.
As remuneration for services performed hereunder,
Employee shall continue to receive the salary, benefits and
incentive compensation that he currently enjoys.
3. TERM.
This Agreement shall become effective immediately and
shall terminate on May 31, 1997.
4. TERMINATION.
Employer may terminate this Agreement at any time if:
(a) Employee, by reason of physical or mental illness,
shall have been unable to perform satisfactorily the services to
be rendered by him hereunder for a consecutive period of one
hundred eighty (180) days. Should such incapacity occur,
Employee shall be entitled to the retirement benefits of Schedule
A attached; or
(b) Employee should be convicted of a felony or a
crime involving moral turpitude, fraud, or dishonesty, or commit
an act which, in the judgment of a majority of Company's Board of
Directors, as evidenced by action recorded in the official
minutes of a meeting of such Directors, subjects Employer,
Company or Subsidiaries to public disrespect, scandal or ridicule
or adversely affects the utility of your services to Employer or
Company.
If the Employee terminates this Agreement prior to its
termination date, for any reason other than by 4(a) above, he
will not be entitled to the retirement benefits of Schedule A
attached; rather, he will be entitled to the schedule of
retirement benefits which he now enjoys.
5. SEPARATE ENTITIES.
Should The Dial Corp and The Dial Corp-Consumer
Products Group become independent entities prior to the
termination date of this Agreement, it is agreed that the Board
of Directors of The Dial Corp will give good faith consideration
to Employee as a candidate for the position of President and
Chief Operating Officer of newly created consumer products
company (hereinafter "New Dial"). In the event he is offered and
accepts such position, it will be with the understanding that he
will be the successor to the position of Chief Executive Officer
of New Dial. If he is not offered the position of President and
Chief Operating Officer of New Dial, he shall be entitled to the
retirement benefits as stated in Schedule A attached.
IN WITNESS WHEREOF, the parties hereto have caused this
Employment Agreement to be executed as of the 16th day of
February, 1996.
THE DIAL CORP
By: /s/ Xxxx X. Xxxxxxxx
For the Board of Directors
A T T E S T:
By: /s/ Xxxxxxxxx X. Xxxxxxx
Secretary
/s/ Xxxxxx X. Xxxxx
Attachment
THE DIAL CORP
SUPPLEMENTAL PENSION PLAN
(Amended and Restated as of January 1, 1987)
1. PURPOSE.
The purpose of The Dial Corp Supplemental Pension Plan
(hereinafter referred to as the "Plan") is to provide deferred
compensation to Eligible Employees (as defined in paragraph 2) on
and after January 1, 1976. It is the intention of The Dial Corp
(hereinafter called the "Company") that Eligible Employees are
those employees designated by the Company, or the Chief Executive
Officer of the Company, pursuant to paragraph 2, from a select
group of management of highly-compensated employees of the
Company, or any of its subsidiaries or affiliates (hereinafter
referred to as "Subsidiaries") and that the Plan continue to be
eligible for exemptions under Parts 1, 2, 3 and 4 of Title I of
ERISA and U.S. Department of Labor regulations. It also is the
intention of the Company that the Plan be unfunded, that any
Eligible Employee's rights under the Plan are those of a general
creditor only, and that there be no elections with respect to any
benefits under the Plan by Eligible Employees. Subject to rights
and benefits expressly fixed by the terms hereof, the Company
also intends that the Plan may be amended or terminated and that
benefits may be reduced or eliminated as the Board of Directors
of the Company determines from time to time and that individuals'
rights may be altered.
2. PARTICIPATION.
An employee of the Company (or any of its Subsidiaries) may
become eligible to participate in the Plan (referred to herein as
"Eligible Employee") when approved by the Board of Directors of
the Company (or a committee thereof), or by the Chief Executive
Officer of the Company, as specifically designated in each
Schedule of Benefits (which is attached hereto, and by this
reference made a part hereof). A list of Eligible Employees with
respect to each Schedule of Benefits is correspondingly
denominated and attached as an exhibit to the Plan (referred to
herein as "Exhibit") and each such Exhibit shall be periodically
updated.
3. FUNDING.
No fund shall be established to provide for payment of
benefits under the Plan. No trust, other than one which will not
cause the Plan to be "funded" under current Internal Revenue
Service and U.S. Department of Labor regulations and rulings,
shall be created, Any rights of an Eligible Employee or any other
person claiming by or through him or her shall be those of a
general creditor of the Company only. The Company may create
book reserves or take such other steps as it deems appropriate to
provide for its expected liabilities under the Plan.
4. CATEGORIES OF BENEFIT PAYMENTS TO ELIGIBLE EMPLOYEES.
Benefits shall be payable by the Company in accordance with
the terms and conditions of the Plan and as described in each
Schedule of Benefits to the Eligible Employees described in each
such Schedule of Benefits and its corresponding Exhibit.
5. RETIREMENT BENEFITS.
Except, as otherwise expressly provided in the Plan or in a
Schedule of Benefits, the Plan shall make monthly payments to an
Eligible Employee at the same time such Eligible Employee
receives or would be deemed to receive under any Schedule of
Benefits his or her pension benefits under the pension plan(s)
sponsored by the Company, or any of its Subsidiaries (herein, and
in any Schedule of Benefits, referred to for the purposes of the
Plan as "the time of his or her retirement"), but in no event
shall monthly payments begin before such Eligible Employee has
attained the age of 55 and has actually left the employ of the
Company or its Subsidiaries. Unless otherwise expressly stated
in a Schedule of Benefits, such monthly payments shall be equal
to the amount by which the sum of the monthly pension benefits
payable to the Eligible Employee from all pension plans sponsored
by the Company or any of its Subsidiaries, other than this Plan
and a plan qualified under Internal Revenue Code Section 401(k)
(hereinafter called "Pension Plans"), is less than the aggregate
amount(s) determined under the applicable Schedule(s) of
Benefits. In making this determination, the amount(s) from such
Pension Plan(s) shall be determined prior to the election of any
payment options (such as joint and survivor elections) and
without regard to Internal Revenue Code Section 415 or any other
law or regulation which would limit benefit amounts from such
Pension Plan(s). In addition, when an Eligible Employee is a
participant in more than one Pension Plan and benefits under any
one of such Pension Plans are not available immediately on
account of early retirement eligibility provisions; then, for the
purposes of the Plan, such benefits shall be taken into account
as though payable immediately on an actuarially equivalent basis,
as reasonably determined by the Committee in its sole discretion.
6. FINAL AVERAGE EARNINGS.
Final Average Earnings for purposes of Schedules A, B and C
shall be as defined in the Dial Companies Retirement Income Plan
plus amounts that were not included in Final Average Earnings
because such amounts were deferred and the average of the highest
five calendar years of Management Incentive Plan (or its
predecessor or successor Plan) awards (whether paid or deferred)
made to him or her while in continuous service. Any deferrals
included in Final Average Earnings by reason hereof shall only be
used once in calculating such Final Average Earnings.
7. OPTIONAL FORMS.
If any pension benefit is payable to an Eligible Employee
from a Pension Plan, and an optional form of payment is elected
under that Pension Plan, then a similar election will be deemed
made under the Plan. If two or more such pensions are payable
from such other Pension Plans, then the option selected for the
Pension Plan generating the largest monthly pension payment
(including the beneficiary designation in connection with such
option and benefits, if applicable) shall prevail for the
purposes of the Plan. Notwithstanding the foregoing, no lump sum
distributions shall occur or be permitted hereunder.
8. LISTING OF ELIGIBLE EMPLOYEES.
A listing of Eligible Employees shall be maintained in the
form of the Exhibits to the Plan. Exhibit A shall contain those
covered under Schedule A, and so on for B, C and D. If an
employee is incorrectly included or excluded from an Exhibit,
actual entitlement to participation and benefits under the Plan
shall be reasonably determined by the Dial Retirement Committee
("Committee") in its sole discretion.
9. SURVIVOR'S BENEFIT.
If while covered by this program, for purposes other than a
terminated vested benefit, an Eligible Employee dies and if on
the date of his or her death such Eligible Employee is:
a) Covered by Schedule A and has 10 or more years of
service;
b) Covered by Schedule B, C or D and has 20 or more years
of service; or
c) 55 years of age or older,
Then his or her Eligible Spouse, as defined in the Dial Companies
Retirement Income Plan, shall be entitled to a survivor's
benefit. This survivor's benefit shall be calculated by assuming
that the Eligible Employee (i) was 55 years of age (or his actual
age if older) on the date of death; (ii) retired under the Dial
Companies Retirement Income Plan on the first day of the month
following his or her death; and (iii) elected a Single Life
Annuity. The Eligible Spouse will be entitled to receive 1/2 of
this benefit which shall be further reduced by 1/6 of 1% for each
month the Eligible Spouse is more than 60 months younger than the
Eligible Spouse.
The survivor's benefit under this paragraph 9 shall be
reduced by any spousal survivor's benefit payable from any
qualified plan (other than a Section 401(k) plan) sponsored by
the Company when such benefit becomes payable, as reasonably
determined by the Committee in its sole discretion.
10. VESTING.
In addition to all the terms and conditions of the Plan, no
Eligible Employee or beneficiary shall be entitled to a benefit
under the Plan unless such Eligible Employee has actually
attained fully vested status in a Pension Plan which is qualified
under Internal Revenue Code Section 401 and which is mentioned in
any Schedule of Benefits covering the Eligible Employee, as
reasonably determined by the Committee in its sole discretion.
Notwithstanding any other provision hereof, any Eligible Employee
hereunder who has accumulated ten years of service with the
Company and its Subsidiaries taken as a whole, ignoring breaks in
service, shall be fully vested and entitled to benefits
hereunder.
11. ADMINISTRATION, AMENDMENT, MODIFICATION, AND TERMINATION OF
THE PLAN.
The Board of Directors of the Company may terminate the Plan
or any Schedule of Benefits at any time. Any amounts vested
under the Plan prior to any such termination shall continue to be
subject to the terms, conditions, and elections in effect under
the Plan when the Plan is terminated. The Plan may be amended at
any time or from time to time by the Board of Directors of the
Company. The Company shall have full power and authority to
interpret and administer the Plan, to promulgate rules of Plan
administration, to adopt a claims procedure, to conclusively
settle any disputes as to rights or benefits arising from the
Plan, and to make such decisions or take such actions as the
Company, in its sole discretion, reasonably deems necessary or
advisable to aid in the proper administration and maintenance of
the Plan.
12. MISCELLANEOUS.
The Plan, and any determination made by the Committee or the
Company in connection therewith, shall be binding upon each
Eligible Employee, his or her beneficiary or beneficiaries,
heirs, executors, administrators, successors and assigns.
Notwithstanding the foregoing sentence, no benefit under the Plan
may be sold, assigned, transferred, conveyed, hypothecated,
encumbered, anticipated or otherwise disposed of, and any attempt
to do so shall be void. No such benefit payment shall be, prior
to actual receipt thereof by the Eligible Employee, or his or her
beneficiary or beneficiaries, as the case may be, in any manner
subject to the debts, contracts, liabilities or engagements of
such Eligible Employee or beneficiary(ies). The Plan shall not
constitute, nor be deemed to constitute, a contract of employment
between the Company, or any of its Subsidiaries, and any Eligible
Employee, nor shall any provision hereof restrict the right of
the Company or any of its Subsidiaries to discharge any Eligible
Employee from his or her employment, with or without cause.
SCHEDULE A
The benefits payable under this Schedule of Benefits are in
lieu of, not in addition to, any other benefit provided for in
this Plan, it being the intent of the Company that (i) benefits
shall be payable under this Schedule of Benefits only if it
generates the largest monthly benefits when compared to other
benefits to which the Eligible Employee is otherwise entitled
under the Plan, and (ii) benefits payable under this Schedule of
Benefits shall be the only benefits payable to an Eligible
Employee under the Plan. The provisions of this Schedule A shall
not be construed to modify or limit the provisions of any other
Schedule of Benefits to the extent such other Schedule of
Benefits deems certain facts to be true for the purposes of the
Plan.
Benefits may be payable under this Schedule of Benefits in
respect of persons employed by the Company who are selected by
the Board of Directors for inclusion under this Schedule of
Benefits. The amount used to determine the monthly benefit
payable to any Eligible Employee under paragraph 5 of the Plan is
as follows:
A monthly Pension calculated as though the selected
person was a member of the Dial Companies Retirement
Income Plan and based on the rules of that Plan
applicable at the time of his or her retirement, except
that the following Table of retirement benefits
expressed as a percentage of Final Average Earnings
shall be used. For purposes of this Schedule of
Benefits, Final Average Earnings shall be as defined in
paragraph 6 of the Plan.
YEARS OF % OF % OF YEARS OF % OF % OF
SERVICE FAE SOC. SEC. SERVICE FAE SOC. SEC
1 3 2.5 11 33 27.5
2 6 5.0 12 36 30.0
3 9 7.5 13 39 32.5
4 12 10.0 14 42 35.0
5 15 12.5 15 45 37.5
6 18 15.0 16 48 40.0
7 21 17.5 17 51 42.5
8 24 20.0 18 54 45.0
9 27 22.5 19 57 47.5
10 30 35.0 20 60 50.0
Notwithstanding the foregoing, in the event the term Final
Average Earnings is amended in the Dial Companies Retirement
Income Plan to include awards under the Management Incentive
Plan, such awards shall be counted only once for purposes of this
Schedule of Benefits, but on the basis generating the largest
Final Average Earnings.
The benefit derived from this Table of Benefits shall be
payable on the later of the first day of the month following
termination of employment or the first day of the month following
the month in which the participant attains age 55. The benefit
shall not be subject to any reduction resulting from the Eligible
Employee's election to retire prior to his or her normal
retirement date. If the Eligible Employee is married on the date
of his or her retirement, the benefit shall be paid in the form
of a 50% Joint Survivorship Annuity and shall not be reduced to
reflect such form of payment.
If the Eligible Employee elects any other optional form of
payment under the Dial Companies Retirement Income Plan, then the
reduction in such optional form of benefit shall be based on the
unreduced, 50% Joint & Survivorship Annuity benefit.
Eligible Employees under this Schedule are listed on Exhibit
A to this Plan.
