1988 Restricted Stock Plan

EXHIBIT (10)J


ARMOR ALL PRODUCTS CORPORATION
1988 RESTRICTED STOCK PLAN
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(As Amended through November 16, 1995)


I. GENERAL


1. DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below:


(a) "Approved Retirement" shall mean any termination of employment with the Corporation after attainment of age 65 (except termination for cause) or any retirement before age 65 with the approval of the Board.


(b) "Board" means the Board of Directors of the Corporation.


(c) "Committee" means the Compensation Committee of the Board, which shall consist of not less than three members of the Board who shall be appointed by and serve at the pleasure of the Board and who shall be "disinterested" within the meaning of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No person who is a Participant may be a member of said Committee, and any person who is appointed a member of said Committee and who accepts such appointment shall, by virtue thereof, be ineligible thereafter to be granted a Restricted Stock Grant under the Plan.


(d) "Corporation" means Armor All Products Corporation, a Delaware corporation.


(e) "Disability" or "Disabled" shall mean (1) a physical or mental condition which, in the judgment of the Committee based on competent medical evidence satisfactory to the Committee, including, if required by the Committee, medical evidence obtained by an examination conducted by a physician selected by the Committee, renders an individual unable to engage in any substantial gainful activity for the Corporation and which impairment is likely to result in death or to be of long continued and indefinite duration, or (2) a judicial declaration of incompetence.


(f) "Eligible Employee" means any employee of the Corporation or any Subsidiary (including employees who are directors and/or officers) who, as determined by the Committee in its sole discretion, has and exercises management functions and responsibilities.


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(g) "Participant" means an individual to whom a Restricted Stock Grant is granted under the Plan.


(h) "Plan" means the 1988 Restricted Stock Plan of the Corporation as described herein.


(i) "Restricted Stock Grant" or "Grant" means a grant described in Part II of the Plan which is made by the Corporation and approved by the Committee under and pursuant to the Plan.


(j) "Stock" means the Common Stock, $0.01 par value, of the Corporation.


(k) "Subsidiary" means a subsidiary of the Corporation or an unincorporated organization controlled, directly or indirectly, by either voting or equity control, by the Corporation, including subsidiaries or unincorporated organizations which may be created or acquired while the Plan is in effect.


2. PURPOSE. The purpose of the Plan is to aid the Corporation and its Subsidiaries in attracting, retaining and motivating management employees with outstanding ability, competence and potential. The Plan provides such employees with a proprietary interest in the Corporation's success and progress by granting to them shares of Stock in accordance with the terms and conditions set forth below.


3. ADMINISTRATION. The Plan shall be administered by the Committee. Subject to all the applicable provisions of the Plan, the Committee is authorized to approve Restricted Stock Grants in accordance with the Plan, to construe and interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all determinations and to take all actions necessary or advisable for the Plan's administration. The Committee shall act by vote or written consent of a majority of its members. Whenever the Plan authorizes or requires the Committee to take any action, make any determination or decision, or form any opinion, then any such action, determination, decision or opinion by or of the Committee shall be in the absolute discretion of the Committee and shall be final and binding upon all persons in interest, including the Corporation, its shareholders, and all Eligible Employees.


4. SHARES OF STOCK UNDER THE PLAN. There may be granted under the Plan an aggregate of not more than 220,000 shares of


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Stock, subject to adjustment as provided in Section 3 of Part III of the Plan. Shares of Stock granted under the Plan may be either treasury shares or authorized and unissued shares, or any combination thereof. If, on or before termination of the Plan, any shares of Stock shall be reacquired by the Corporation pursuant to the termination provisions described in Section 1 of Part II of the Plan or in the instruments evidencing the making of Restricted Stock Grants, such shares may again be granted under the Plan. Prior to the making of Restricted Stock Grants, the Corporation shall be under no obligation to reserve or retain in its treasury any particular number of shares of Stock at any time, and no particular shares of Stock, whether issued or held as treasury Stock, shall be identified as being available for future Restricted Stock Grants under the Plan.


5. PARTICIPANTS. From time to time the Committee shall, in its sole discretion, but subject to all of the provisions of the Plan, determine which Eligible Employees will be granted Restricted Stock Grants under the Plan and the number of shares of Stock to be granted to each Participant and the terms, conditions and restrictions of each such Restricted Stock Grant. In making such determinations, the Committee shall take into account the nature of services rendered and to be rendered by the respective recipients, their present and potential contribution to the Corporation's success and such other factors as the Committee in its discretion deems relevant to the accomplishment of the purposes of the Plan. In any year, the Committee may approve the grant to any Eligible Employee of Restricted Stock Grants subject to differing terms and conditions. The Committee's decision to approve the grant of a Restricted Stock Grant to an employee in any year shall not require the Committee to approve the grant of a Restricted Stock Grant to that employee in any other year or to any other employee in any year; nor shall the Committee's decision with respect to the number of shares of Stock or the terms, conditions and restrictions applicable to any Restricted Stock Grant to be made to an employee in any year, require the Committee to approve the grant of the same number of shares of Stock or of Restricted Stock Grants with the same terms, conditions and restrictions to that employee in any other year or to any other employee in any year. The Committee shall not be precluded from approving the grant of a Restricted Stock Grant to any Eligible Employee solely because such employee previously may have been granted a Restricted Stock Grant under the Plan.


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6. RIGHTS WITH RESPECT TO SHARES OF STOCK. An Employee to whom a Restricted Stock Grant has been made shall be notified of the Grant. Upon written acceptance of the Grant by the Eligible Employee, including the restrictions and other terms and conditions described in the Plan and in the instrument evidencing such Grant, the Corporation shall cause to be issued or transferred to the name of the Eligible Employee a certificate or certificates for the number of shares of Stock granted, subject to the provisions of Part II hereof (including those related to custody arrangements that may be established). The date of issue or transfer of such shares of Stock on the books of the Corporation shall be deemed to be the date of grant (hereinafter, "date of grant") of the Restricted Stock Grant for all purposes of the Plan. From and after the date of grant, the Eligible Employee shall be a Participant and shall have absolute ownership of such shares of Stock, including the right to vote and to receive dividends thereon, subject to the terms, conditions and restrictions described in the Plan and in the instrument evidencing the grant of such Restricted Stock Grant.


7. EMPLOYMENT. In the absence of any specific agreement to the contrary, no grant of a Restricted Stock Grant to a Participant under the Plan shall affect any right of the Corporation or any Subsidiary to terminate, with or without cause, the Participant's employment at any time.


II. RESTRICTED STOCK


Each Restricted Stock Grant made under the Plan shall contain the following terms, conditions and restrictions and such additional terms, conditions and restrictions as may be determined by the Committee; provided, however, that no Restricted Stock Grant shall be subject to additional terms, conditions and restrictions which are more favorable to a Participant than the terms, conditions and restrictions set forth elsewhere in this Plan.


1. RESTRICTIONS. Until the restrictions imposed on any Restricted Stock Grant shall lapse, shares of Stock granted to a Part ...