EXHIBIT 10(H)
AMENDMENT TO
THE DIAL CORPORATION 1996 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED JULY 27, 2003)
WHEREAS, The Dial Corporation (the "Company") has entered into an
Agreement and Plan of Merger dated as of December 14, 2003 by and among the
Company, Xxxxxx KGaA and Henkel Merger Corporation (the "Merger Agreement"); and
WHEREAS, upon consummation of the merger pursuant to the Merger
Agreement (the "Effective Time"), each share of the Company's common stock (a
"Share") will be converted into the right to receive $28.75 in cash, without
interest, subject to any applicable withholding taxes, and the Shares will no
longer be publicly traded; and
WHEREAS, under Section 9 of The Dial Corporation 1996 Stock Incentive
Plan (Amended and Restated July 27, 2003) (the "Plan"), the Company's Board of
Directors has the power to amend the Plan;
THEREFORE, on December 14, 2003, and effective as of that date, the
Board of Directors has amended the Plan as follows:
1. The first sentence of Section 5(i) of the Plan is hereby amended by deletion
of the initial phrase, "On receipt of written notice of exercise,". The sentence
shall hereafter begin as follows: "The Committee may elect....".
2. Notwithstanding any other provisions of the Plan, from and after the
Effective Time, (i) there shall be no grant of any options or other equity
rights or awards under the Plan, and (ii) all administrative and other rights
and authorities granted under the Plan to the Company, the Board of Directors of
the Company or any committee or designee thereof shall reside with Xxxxxx KGaA.
IN WITNESS WHEREOF, the foregoing was executed as of the 14th day of
December, 2003.
THE DIAL CORPORATION
/s/ Xxxxxxxx X. Xxxxx
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By: Xxxxxxxx X. Xxxxx
Its:Executive Vice President-Shared Services
