Armor All Incentive Plan

EXHIBIT 10(S)


ARMOR ALL PRODUCTS CORPORATION
INCENTIVE PLAN FOR BUSINESS MANAGERS
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FISCAL 1997
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The name of this plan shall be the Armor All Products Corporation Incentive Plan for Business Managers - Fiscal 1997 (the "Plan"). The Plan is offered in addition to existing incentive plans during fiscal 1997.


A. PURPOSE


The purpose of this Plan is to provide key business managers of Armor All Products Corporation (the "Company") with an extraordinary incentive to significantly improve business results in the Company's fiscal year 1997 (the "Plan Year"). The Plan is designed to link managers' interests more closely with the interests of the Company's stockholders.


B. ADMINISTRATION


The Compensation Committee of the Company's Board of Directors (the "Committee") shall have full power and authority, subject to the provisions of the Plan, to designate Participants and to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, and to take all action in connection therewith or in relation to the Plan as it deems necessary or advisable. Decisions and selections of the Committee shall be made by a majority of its members and, if made pursuant to the provisions of the Plan, shall be final. Any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting duly held.


C. PARTICIPATION


Those key business managers of the Compan ...