Long-term Incentive Plan

Exhibit (10)L


1988 LONG-TERM INCENTIVE PLAN
OF ARMOR ALL PRODUCTS CORPORATION


(Effective as of April 1, 1988, as amended through
December 1, 1994)


1. Name and Purpose.


The name of this plan is the Armor All Products Corporation Long-Term Incentive Plan (the "Plan"). Its purpose is to advance and promote the interests of the stockholders of Armor All Products Corporation, a Delaware corporation (the "Company"), by attracting and retaining key officers who strive for excellence, and to motivate those key officers to set and achieve above- average financial objectives by providing competitive compensation for those who contribute most to the operating progress and earning power of the Company, its subsidiaries and affiliates.


2. Regulations.


The Board of Directors of the Company shall have the power to adopt eligibility and other rules and regulations (the "Regulations") not inconsistent with the provisions of the Plan for the administration thereof, and to alter, amend or revoke any Regulations so adopted.


3. Administration of the Plan.


The Plan shall be administered by a committee (the "Committee") consisting of at least three directors of the Company, to be appointed by the Board of Directors. No member of the Committee shall be eligible to participate in the benefits of the Plan. The Committee shall have full power and authority to interpret, construe and administer the Plan in accordance with the Regulations as delegated by the Board of Directors. All decisions, determinations and interpretations of the Committee shall be final and binding on all Plan participants.


4. Eligibility.


Participation in the Plan shall be limited to those full-time, salaried key officers of the Company, its subsidiaries and affiliates who are selected from time to time by the Committee in accordance with the Regulations. Participants in the Plan shall have agreed not to disclose any trade secret data or any other confidential information of the Company acquired by the participant during such participant's employment by the Company or one of its subsidiaries or affiliates, or after the termination of employment or retirement. Participants in the Plan are also eligible to


participate in any other incentive plan of the Company. Participation in the Plan during any incentive period does not entitle a participant to be included as a participant during any subsequent incentive period nor does participation affect any right of the Company, or any subsidiaries or affiliates, to terminate, with or without cause, the participant's employment at any time.


5. Calculation of Awards.


The Plan is designed to reward participants with annual benefits which reflect the performance level of the Company over an incentive period. Each incentive period shall be a three (3) year period, with a new incentive period beginning each year. Target awards, expressed as a percentage of each participant's base salary, shall be established at the beginning of each incentive period. At the end of an incentive period, target awards may be adjusted upward or downward based upon the performance level of the Company.


The Company's performance over an incentive period will be measured by the following formula:


Profit Before Tax plus Amortization Expense in excess of 25% of Return
on Assets Employed


The award amount actually paid to a participant for an incentive period will range between 0% and 150% of his or he ...