Directors Death Benefit Plan

Exhibit 10.52

SCOTT TECHNOLOGIES, INC

DIRECTORS' DEATH BENEFIT PLAN

As Amended and Restated Effective: November 1, 1998

TABLE OF CONTENTS ARTICLE NUMBER DEFINITIONS I ELIGIBILITY AND PARTICIPATION II DEATH BENEFITS III FORFEITURE OF BENEFITS IV FINANCING OF BENEFITS V ADMINISTRATION VI AMENDMENT AND TERMINATION VII MISCELLANEOUS VIII


AMENDMENT AND RESTATEMENT
OF
DIRECTORS' DEATH BENEFIT PLAN

THIS AMENDMENT AND RESTATEMENT is adopted by SCOTT TECHNOLOGIES, INC. (formerly known as Figgie International Inc.), a Delaware corporation (hereinafter referred to as the "Company") on behalf of certain of its Directors;

W I T N E S S E T H:

WHEREAS, the Company's Directors' Death Benefit Plan (hereinafter referred to as "Plan" and currently known as the Scott Technologies, Inc. Directors' Death Benefit Plan) was originally established effective January 1, 1983; and

WHEREAS, effective March 1, 1986, the Plan was amended and restated in order to cover Directors of the Company who were employees of the Company or any affiliate and to make certain other necessary and desirable changes; and

WHEREAS, the Company reserved the right, pursuant to Section 7.1 of the Plan, to make amendments thereto; and

WHEREAS, it is the desire of the Company to again amend and restate the Plan in order to reflect the elimination of the coverage of Directors of the Company who were employees of the Company or any affiliate and who were eligible to participate in the Company's employee benefit plans effective July 1, 1994, to reflect the current name of the Company and the Plan, to change certain administrative procedures and to make certain other necessary and desirable changes;


NOW, THEREFORE, effective, except as otherwise provided herein, as of November 1, 1998, the Company hereby amends and restates the Plan, as follows:


ARTICLE I

DEFINITIONS

1.1 The word "affiliate" shall mean any corporation or business organization during any period during which it is a member of a controlled group of corporations or trades or businesses which includes the Company within the meaning of Sections 414(b) and 414(c) of the Internal Revenue Code.

1.2 The word "beneficiary" shall mean any person who receives or is designated to receive payment of a benefit under the terms of this Plan on the death of a participant.

1.3 The words "Benefit Committee" shall mean a Committee established pursuant hereto and consisting of the Company's: (a) Chief executive officer; (b) Chief financial officer; (c) Chief legal officer; and (d) Chief human resources officer or director.

1.4 The word "Company" shall mean Scott Technologies, Inc. (formerly known as Figgie International Inc.), a Delaware corporation, or any successor corporation or other business organization which shall assume the obligations of the Company under this Plan as provided herein with respect to the participants and their beneficiaries on and after July 31, 1983 and shall mean the predecessor Ohio corporation known as Figgie International Inc. prior to July 31, 1983.

1.5 The words "Competing Manufacturing Business" shall mean any business which manufactures, assembles, sells or distributes products which are directly competitive with products presently being manufactured, assembled, sold or distributed by the Company or any of its subsidiaries, affiliates or divisions.

Notwithstanding the foregoing, a business shall not be deemed a Competing Manufacturing Business where the Board of Directors, in its sole discretion, determines that the products manufactured, assembled, sold or distributed by the business represents only a de minimis portion of the business of the Company, or any of its subsidiaries, affiliates, or divisions, as the case my be.

1.6 The Words "Competing Service Business" shall mean any service business which is in direct competition with any service business of the Company or any of its subsidiaries, affiliates or divisions.

1.7 The word "Director" shall mean a member of the Company's Board of Directors.

1.8 The words "effective date" of this Plan shall mean January 1, 1983.

1.9 The words "Engage in Competition with the Company" shall mean: (a) if a participant shall disclose or furnish to any competitor or any person,


firm, corporation or other entity or use on his own behalf, any confidential or secret information or data of the Company or any affiliate relating to the Company's or any affiliate's financial statements, reports, or condition, or relating to the technical processes, discoveries, inventions, or improvements of inventions, patents, or patent applications, formulas, trade secrets, manufacturing art or know-how pertaining to the Company's or any affiliate's products manufactured or developed by the Company or any affiliate or by their predecessors, or relating to any other material aspect of the Company's or any affiliate's operations or condition; or (b)
if a participant shall interfere with the business or employment relationship between the Company or any of its subsidiaries, affiliates or divisions and any customer, employee or sales representative thereof or influence or attempt to influence in a negative manner any customer, employee or sales representative of the Company or any of its subsidiaries, affiliates or divisions in their relations with or in the performance of their obligations to the Company or any of its subsidiaries, affiliates or divisions; or
(c)
if a participant shall, within two (2) years after ceasing to be a Director and without the written consent of the Company, directly or indirectly for himself or as an agent, employee, officer, director, stockholder, owner, partner, consultant, or otherwise, or in conjunction with any person, firm, partnership or corporation, invest in, become employed, perform any services, give advice, or render assistance to any Competing Service Business or any Competing Manufacturing Business. The restriction contained in this subparagraph (c) shall be in effect anywhere within the applicable Restricted Geographic Area described in Section 1.12 hereof.


A participant may apply to the Benefit Committee for a determination of whether proposed employment is in competition with the Company or a subsidiary, affiliate or division, as described in subparagraph (c) above, or for its consent to such competitive employment by submitting a written description of the proposed employment and employer to the Benefit Committee, together with such other information as the Benefit Committee shall reasonably require. The Benefit Committee's decision shall be rendered as promptly as is reasonably possible.

1.10 The words "Forced Takeover" shall mean any event or occurrence, or series of events or occurrences, which a majority of the members of the Benefit Committee, in its sole discretion, shall determine to be a Forced Takeover and which shall be so designated by resolution of the Benefit Committee approved and adopted by a majority thereof.

1.11 The word "participant" shall mean any person who becomes a participant in this Plan and remains a participant in this Plan in accordance with Article II hereof. A participant shall cease to be a participant upon the occurrence of an event described in Section 2.4 hereof. Effective on and after July 1, 1994, Directors who are employed by the Company or an affiliate are not eligible to be participants under this Plan if they are eligible to participate in the Company's regular benefit plans for salaried employees.

1.12 The words "Restricted Geographic Area" shall mean any geographic area in


which the Company or any of its subsidiaries, affiliates or divisions conducts business.

1.13 The word "service" shall mean for any participant the aggregate of all periods during which the participant has been or was previously a Director. Two (2) or more such periods that contain fractions of a year (computed in months and days) shall be aggregated on the basis of twelve (12) months constituting a year and thirty (30) days constituting a month.

1.14 The words "Significant Management Change" shall mean the event whereby the person who was Chairman of the Board of Directors of the Company on January 1, 1976 ceased to be Chairman.

1.15 The words "totally and permanently disabled" shall mean for any participant that he has a medically demonstrable physical or mental impairment which resulted from bodily injury or disease and which prevents him from performing all or a significant portion of the duties and responsibilities of a Director and which is expected to be of a permanent duration.


ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 A Director shall be qualified to become a participant under this Plan provided he is not an employee of the Company or any affiliate who is entitled to participate in the Company's regular benefit plans for salaried employees.

2.2 The Benefit Committee shall notify an eligible Director in writing ...