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EXHIBIT 10.48
UNITED INDUSTRIES CORPORATION
DEFERRED COMPENSATION PLAN
FOR MANAGEMENT EMPLOYEES
(Effective May 1, 2002)
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UNITED INDUSTRIES CORPORATION
DEFERRED COMPENSATION PLAN
FOR MANAGEMENT EMPLOYEES
ARTICLE I
INTRODUCTION
1.1 NAME. The name of this plan shall
be the "United Industries
Corporation Deferred Compensation Plan for
Management Employees." Unless
otherwise expressly provided herein, the
capitalized terms used in this Plan
shall have the meanings set forth in
ARTICLE II.
1.2 PURPOSE. The Company established
the United Industries Corporation
Deferred Compensation Plan effective
January 20, 1999 (the "1999 Deferred
Compensation Plan") in connection with the
recapitalization of the Company at
that time. The Company now wishes to adopt
this Plan to provide a method of
providing additional equity incentive-based
deferred compensation to select
management executives.
This Plan shall
constitute an unfunded nonqualified deferred compensation
arrangement established for the purpose of
providing equity incentive based
deferred compensation to a select group of
management and highly compensated
employees. The Plan is intended to be
exempt from Parts 2 and 3 of Title I of
ERISA.
1.3 ADMINISTRATION OF THE PLAN. The
Plan shall be administered by the
Committee. The duties and authority of the
Committee under the Plan shall
include (i) the interpretation of the
provisions of the Plan, (ii) the adoption
of any rules and regulations which may
become necessary or advisable in the
operation of the Plan, (iii) the making of
such determinations as may be
permitted or required pursuant to the Plan,
and (iv) the taking of such other
actions as may be required for the proper
administration of the Plan in
accordance with its terns. Any decision of
the Committee with respect to any
matter within the authority of the
Committee shall be final, binding and
conclusive upon the Company and each
Participant, former Participant, designated
beneficiary, and each person claiming under
or through any Participant or
designated beneficiary; and no additional
authorization or ratification by the
Board of Directors or stockholders of the
Company shall be required, Any action
taken by the Committee with respect to any
one or more Participants shall not be
binding on the Committee as to any action
to be taken with respect to any other
Participant. A member of the Committee may
be a Participant, but no member of
the Committee may participate in any
decision directly affecting his rights or
the computation of his benefits under the
Plan. Each determination required or
permitted under the Plan shall be made by
the Committee in the sole and absolute
discretion of the Committee.
ARTICLE II
DEFINITIONS
2.1 "ACCOUNT" means a bookkeeping
account maintained by the Company for a
Participant under the Plan.
2.2 "ACCOUNT BALANCE" means the value,
as of a specified date, of any of
the Accounts of a Participant.
2.3 "AFFILIATE" of any Person means
any other Person, directly or
indirectly controlling, controlled by or
under common control with such Person.
2.4 "CAUSE" for termination by the
Company of a Participant's employment
shall have the meaning set forth in the
Management Agreement between such
Participant and the Company, if any, and if
there is no such Management
Agreement in effect at the relevant time,
Cause mean shall have the meaning set
forth in the Employment Letter Agreement
between such Participant and the
Company, if any, and if there is no such
Management Agreement and no such
Employment Letter Agreement in effect at
the relevant time, Cause shall mean (a)
a conviction of or a plea of guilty or NOLO
CONTENDERE by the Participant to (i)
any felony or misdemeanor related to the
performance of his duties under this
Agreement, or (ii) any felony unrelated to
the Employee's duties under this
Agreement, or (b) the commission by the
Participant of any act of fraud,
misappropriation, embezzlement, theft,
dishonesty, breach of fiduciary duty
involving personal profit, or the
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knowing violation of any governmental law,
rule or regulation (other than
traffic violations or similar minor
offenses), when such act or violation occurs
in connection with the business or
operation of the Company.
2.5 "CODE" means the Internal Revenue
Code of 1986, as amended.
2.6 "COMMITTEE" means either the
persons who have been designated by the
Board of Directors of the Company to
administer the United Industries
Corporation Deferred Compensation Plan
effective January 20, 1999, or the
Compensation Committee of the Board of
Directors of the Company, or both.
2.7 "COMPANY" means United industries
Corporation, a Delaware corporation,
or its successors or assigns under the
Plan.
2.8 "DEFERRAL CONTRIBUTIONS" means the
contributions made on behalf of a
Participant pursuant to SECTION 4.1 of this
Plan.
2.9 "DEFERRAL CONTRIBUTION ACCOUNT"
has the meaning set forth in
SECTION 4.2 of the Plan.
2.10 "FAIR
MARKET VALUE" of each share of any class or type of common
stock
of the Company means the fair value of such
shares or such class or type of
stock determined in good faith by the Board
of Directors of the Company, based
on the assumption of an arm's-length
transaction between a willing buyer and a
willing seller, taking into account all
reasonable and customary factors
relevant to value including, without
limitation, the fact that there may be no
public market for the Company's securities,
but not including any minority
discount; provided that, until the first
anniversary hereof, the Fair Market
Value of each share of common stock of the
Company shall not be less than the
original amount used for purposes of
determining the number of units of
Permitted Investments credited to the
Deferral Account of a Participant in
accordance with Section 4.2.
2.11 "MARKETABLE
SECURITIES" means any securities which are, or will be
immediately after distribution hereunder,
(i) covered by an effective
registration statement filed pursuant to
the Securities Act of 1933, as amended
from time to time, (ii) listed for trading
on a national securities exchange and
(iii) otherwise freely tradable.
2.12
"PARTICIPANT" means any eligible employee of the Company who is
participating under the Plan pursuant to
ARTICLE III.
2.13
"PARTICIPANT SECURITIES" means, with respect to each Participant,
the
Permitted Investments in which a
Participant's Account is deemed to be invested.
2.14 "PERMITTED
INVESTMENT" means an investment of 50% in Class A voting
common stock of the Company ("CLASS A") or
50% in Class B nonvoting common stock
of the Company ("CLASS B"), or both,
including any cash or property received in
exchange for, or with respect to the Class
A or Class B, in connection with a
merger of the Company, a sale of
substantially all of the stock of the Company,
or any similar transaction.
2.15 "PERSON"
means an individual, a partnership, a corporation, a limited
liability company, an association, a joint
stock company, a trust, a joint
venture, an unincorporated organization and
a governmental entity or any
department, agency or political subdivision
thereof.
2.16 "PLAN"
means this "United Industries Corporation Deferred Compensation
Plan effective May 1, 2002," as amended
from time to time.
2.17 "PUBLIC
OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of
shares of any class of the Company's
Common Stock.
2.18 "PUBLIC
SALE" means any sale pursuant to a Public Offering or any sale
to the public pursuant to Rule 144
promulgated under the Securities Act effected
through a broker, dealer or marker
maker.
2.18 "SALE OF
THE COMPANY" means (a) the acquisition by an independent
third party of voting securities of (x) the
Company or (y) the surviving entity
in any reorganization, merger or
consolidation (each an "ACQUISITION") involving
the Company (any such entity referred to
herein as the "CORPORATION") where such
Acquisition causes such independent third
party to own more than fifty percent
(50%) of the combined voting power of the
then outstanding voting securities of
the Corporation entitled to vote generally
in the election of directors, other
than acquisitions by the Thomas H. Lee
Company or its affiliates, (b) the
approval by the shareholders of the Company
of a complete liquidation or
dissolution of the Company, (c) the
acquisition by an independent third party of
more than 50% of the Company's assets
determined on a consolidated basis or (d)
if individuals who constitute the Board of
Directors of the Company on the date
of the Company's initial Public
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Offering of equity securities (the
"INCUMBENT BOARD") cease for any reason to
constitute at least a majority of the Board
thereafter, it being understood that
any individual becoming a director
subsequent to such date whose election, or
nomination for election, is, at any time,
approved by a vote of at least a
majority of the directors comprising the
Incumbent Board shall be considered a
member of the Incumbent Board. For purposes
of this paragraph, "independent
third party" means any Person who,
immediately prior to the contemplated
transaction, does not own in excess of 50%
of the Company's voting common stock
on a fully-diluted basis (a "50% OWNER"),
who is not an affiliate of any such
50% Owner, who is not the spouse or
descendant (by birth or adoption) of any
such 50% Owner or a trust for the benefit
of any such 50% Owner and/or such
other Persons, and who his not Person who
through contract or other arrangements
(other than arrangements entered into in
connection with the contemplated
transactions) would be an affiliate
immediately after the contemplated
transaction.
2.19
"STOCKHOLDERS" means the Persons holding the outstanding Common
Stock
or other equity interests of the Company at
the time in question.
2.20
"SUBSIDIARY" means, with respect to any Person, any
corporation,
limited liability company, partnership,
association or other business entity of
which (i) if a corporation, a majority of
the total voting power of shares of
stock entitled (without regard to the
occurrence of any contingency) to vote in
the election of directors, managers or
trustees thereof is at the time owned or
controlled, directly or indirectly, by that
Person or one or more of the other
Subsidiaries of that Person or a
combination thereof, or (ii) if a limited
liability company, partnership, association
or other business entity, a majority
of the limited liability company,
partnership or other similar ownership
interest thereof is at the time owned or
controlled, directly or indirectly, by
any Person or one or more Subsidiaries of
that Person or a combination thereof.
For purposes hereof, a Person or Persons
shall be deemed to have a majority
ownership interest in a limited liability
company, partnership, association or
other business entity if such Person or
Persons shall be allocated a majority of
limited liability company, partnership,
association or other business entity
gains or losses or shall be or control the
managing director or general partner
of such limited liability company,
partnership, association or other business
entity.
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ARTICLE III
PLAN PARTICIPATION
3.1 ELIGIBILITY. Each management
employee of the Company who entered into
a Participation Agreement dated May 1, 2002
to defer a portion of his bonus, and
any other management or highly compensated
employee designated by the Board of
Directors of the Company, or by the
Committee, from time to time as eligible to
participate, are eligible to participate in
this Plan.
3.2 PARTICIPATION. Each person
eligible to participate in this Plan shall
become a Participant hereunder by timely
executing a deferral election form with
the Committee in accordance with the
requirements of ARTICLE IV.
ARTICLE IV
DEFERRAL CONTRIBUTIONS
4.1 DEFERRAL CONTRIBUTIONS. For each
person who entered into a
Participation Agreement as of May 1, 2002,
the amount of the bonus for 2002
deferred pursuant to that Agreement shall
be deferred pursuant to this Plan.
Each other
person who is eligible to participate in this Plan for 2002,
and
each person who is eligible to participate
in this Plan for years after 2002,
may elect to reduce the amount that such
person would otherwise be entitled to
be paid to the extent permitted by the
Board of Directors of the Company, or by
the Committee, from time to time, and to
defer the receipt of such compensation
to the time or times, and in the manner,
provided by this Plan. Each Participant
desiring to defer compensation hereunder
shall file an election with the
Committee in such form and at such time as
the Committee may determine (a
"Participation Agreement"). The completion
of such a Participation Agreement
shall evidence the Participant's
authorization of the Company to reduce the
amount payable to such Participant and
shall thereafter be irrevocable.
4.2 DEFERRAL CONTRIBUTION ACCOUNT. The
Committee shall establish and
maintain an account (the "DEFERRAL
CONTRIBUTION ACCOUNT") with respect to each
Participant who has elected to make a
Deferral Contribution under this ARTICLE
IV. The Participant's Deferral Contribution
Account shall be a bookkeeping
account maintained by the Company and shall
reflect the amount the Participant
has elected to defer under the Plan. The
Participant's Deferral Account shall
also reflect the number of units or shares
of Permitted Investments to which the
Participant is entitled under this Plan
with respect to such deferred amount.
The amount of any deemed inve
