Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WATER PIK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1843384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 CORPORATE PLAZA, SUITE 246
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices) (Zip Code)
WATER PIK TECHNOLOGIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)
MICHAEL P. HOOPIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WATER PIK TECHNOLOGIES, INC.
23 CORPORATE PLAZA, SUITE 246
NEWPORT BEACH, CALIFORNIA 92660
(Name and address of agent for service)
(949) 719-3700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE FEE
PER UNIT OFFERING PRICE
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Deferred Compensation
Obligations(2)(3) $10,000,000 N/A $10,000,000 $2,640
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
(2) The Deferred Compensation Obligations are unsecured obligations of
Water Pik Technologies, Inc. to pay deferred compensation in the future in
accordance with the terms of the Water Pik Technologies, Inc. Executive Deferred
Compensation Plan.
(3) Pursuant to Rule 415(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Water Pik Technologies, Inc. Executive Deferred
Compensation Plan.
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<PAGE>
INTRODUCTION
Water Pik Technologies, Inc. (the "Corporation" or the "Registrant") is
filing this Registration Statement because of the uncertainty as to whether the
Deferred Compensation Obligations (as defined below) would or should be
considered "securities" or be subject to registration under the Securities Act
of 1933, as amended (the "Securities Act"). The filing of this Registration
Statement is not an admission by the Registrant that the Deferred Compensation
Obligations are securities or are subject to the registration requirements of
the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act is
incorporated by reference into this Registration Statement: (i) the
Registration Statement on Form 10, as amended, filed with the Commission
(File No. 001-15297), and (ii) the Registrant's Current Report on Form 8-K
dated as of November 29, 1999 and filed December 1, 1999, as amended on
December 6, 1999.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed
to be a part of this Registration Statement from the date of filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
document which constitutes part of the prospectus relating to the Water Pik
Technologies, Inc. Executive Deferred Compensation Plan meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The following summarizes the $10,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the
Water Pik Technologies, Inc. Executive Deferred Compensation Plan (the
"Plan"). This summary is qualified in its entirety by reference to the terms
of the Plan filed as Exhibit 4 hereto and incorporated herein by reference.
Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer salary and
bonuses, if any, pursuant to the Plan. When an employee makes a deferral
election under the Plan, the Corporation retains the amount deferred and
credits the value of such amount by book entry to an account maintained
under the Plan for the employee of the Corporation or participating
subsidiary of the Corporation. The Corporation then assumes a general,
unsecured obligation to pay the employee (a "participant") in the future the
deferred amount in accordance with the terms of the Plan under which salary
or bonuses were deferred, as adjusted during the deferred period in
accordance with applicable investment measures as selected by the
participant.
In addition, effective April 1, 2000, Plan participants who are eligible
to make salary and bonus deferrals may elect to have deferred to the Plan
the portion of the participant's compensation that the participant would be
able to defer to the Company's tax-qualified 401(k) plan but for the
compensation and nondiscrimination limitations of the Code.
The Plan further provides that the Company will make a matching
contribution with respect to amounts deferred to the Plan equal to (I) 50%
of the total amount deferred, or (ii) 50% of the first 6% of each
participant's salary and/or bonus that exceeds the compensation limit of
Code Section 401(a)(17) (for 2000, $170,000), whichever amount is less.
Also, the Plan contains a separate benefit feature for any employee whose
annual compensation exceeds the Section 401(a)(17) limit (for 2000,
$170,000). For each such employee, the Company will contribute to the Plan
an amount equal to 4.5% of the employee's compensation that exceeds the
limit. In addition, if the company makes a profit sharing contribution in
any year, the Company will contribute to the Plan an amount equal to the
percentage of the profit sharing contribution multiplied by the employee's
compensation that exceeds the Section 401(a)(17) limit.
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<PAGE>
Payments of the Deferred Compensation Obligations will be made from the
general assets of the Corporation. Each participant is a general unsecured
creditor of the Corporation with a claim against the Corporation for the
amount the participant has deferred, as adjusted during the deferral period
in accordance with the applicable investment measures as selected by the
participant. The Deferred Compensation Obligations are unsecured general
obligations of the Corporation and rank equally with other unsecured and
subordinated indebtedness of the Corporation from time to time outstanding.
Participants receive quarterly statements about their accounts under the
Plan. The Corporation determines the investment measures available under the
Plan. Each participant may elect to allocate the participant's account among
the available measures and may change the allocation in accordance with the
terms of the Plan.
Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to
receive payment if a participant dies before receiving full payment of the
amount credited to the participant's account, and the Deferred Compensation
Obligations shall not be subject to alienation, encumbrance, garnishment,
attachment, execution or levy.
Payment of Deferred Compensation Obligations generally is made at the time
and in the manner elected by the participants at the time of the deferral
election as permitted by the Plan. Payment elections for salary deferrals
for a subsequent calendar year may be changed by filing a new election form
on or before November 1 of the preceding calendar year. Bonus deferral
elections are irrevocable and apply only to the bonus payable with respect
to services performed during the calendar year for which the election is
made. Each participant (or, in the case of the participant's death, the
participant's beneficiary) shall be entitled to receive a distribution under
the Plan as soon as practicable following the participant's "Payment
Eligibility Date." "Payment Eligibility Date" means the first day of the
month following the end of the calendar quarter in which a participant
terminates employment or dies. A participant receiving benefits under a
short-term disability or on an approved leave of absence shall not be deemed
to have terminated employment for the purposes of the Plan. The amount
payable to a participant shall be the amount credited to the participant's
account as of the participant's Payment Eligibility Date.
A participant may take an earlier distribution at any time prior to his or
her Payment Eligibility Date equal to 90% of the participant's account
balance by filing a request with the Corporation. The remaining 10% of the
participant's account-balance penalty and forfeited by the participant to
the Corporation. In addition, such participant would become ineligible to
participate in the Plan for the remainder of the Plan year and the following
Plan year.
The Deferred Compensation Obligations are not convertible into securities
of the Corporation, and participants have no voting rights with respect to
the Deferred Compensation Obligations. The Deferred Compensation Obligations
will not have the benefit of any negative pledge or other affirmative or
negative covenant on the part of the Corporation. No trustee has been
appointed having authority to take action with respect to the Deferred
Compensation Obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consents, waivers, or amendments to the
Deferred Compensation Obligations, enforcing covenants and taking action
upon any default.
The Plan is administered by the Chief Financial Officer of the
Corporation. The Plan Administrator serves without compensation for his or
her services. The Plan Administrator has the full discretion to construe and
interpret the terms and provisions of the Plan, provided administration of
the Plan is done in a uniform and nondiscriminatory manner and in accordance
with laws applicable to the Plan. The Plan Administrator may appoint any
agent or other delegate to such person such powers and duties in connection
with administration of the Plan as the Plan Administrator may specify.
The Corporation's Personnel and Compensation Committee has the right to
amend, modify, suspend or terminate the Plan, in whole or in part, at any
time. No such amendment, modification, suspension or termination, however,
will reduce amounts then credited to a participant's account.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory limitations, the liability
of a director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. Article SEVEN of the Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders in accordance with
the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative
or investigative, to which any of them is a party by reason of being a
director or officer of the Registrant if it is determined that the director
or the officer acted in accordance with the applicable standard of conduct
set forth in such statutory provision. Article EIGHT of the Registrant's
Restated Certificate of Incorporation provides that any person who was or is
made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a
director or an officer of the Registrant or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless
by the Registrant to the fullest extent authorized by the DGCL.
The Registrant has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
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<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Water Pik Technologies, Inc. Executive Deferred Compensation
Plan.
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality
of the securities being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 29th
day of November, 1999.
WATER PIK TECHNOLOGIES, INC.
By: /s/ Michael P. Hoopis
--------------------------------------
Michael P. Hoopis
President and Chief Executive Officer
We, the undersigned directors and officers of Water Pik Technologies, Inc.
do hereby constitute and appoint Michael P. Hoopis and Victor C. Streufert,
or either of them, our true and lawful attorneys and agents, to do any and
all acts and things in our name and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in
our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act and any rules, regulations and
requirements of the Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and
authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Michael P. Hoopis President and Chief November 29, 1999
------------------------- Executive Officer (Principal
Michael P. Hoopis Executive Officer) and
a Director
/s/ Victor C. Streufert Vice President-Finance and November 29, 1999
------------------------- Chief Financial Officer
Victor C. Streufert (Principal Financial
Officer and Principal
Accounting Officer)
/s/ William G. Ouchi Director November 29, 1999
-------------------------
William G. Ouchi
/s/ Robert P. Bozzone Director November 29, 1999
-------------------------
Robert P. Bozzone
/s/ W. Craig McClelland Director November 29, 1999
-------------------------
W. Craig McClelland
/s/ James E. Rohr Director November 29, 1999
-------------------------
James E. Rohr
/s/ Charles J. Queenan, Jr. Director November 29, 1999
-------------------------
Charles J. Queenan, Jr.
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<PAGE>
Pursuant to the requirements of the Securities Act, the Committee has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach, State
of California, on November 29, 1999.
WATER PIK TECHNOLOGIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
By: /s/ Victor C. Streufert
------------------------
Victor C. Streufert
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Water Pik Technologies, Inc. Executive
Deferred Compensation Plan.
5.1 Opinion of Kirkpatrick & Lockhart LLP
regarding the legality of the securities
being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP
(included in the Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
II - 9
EXHIBIT 4.1
WATER PIK TECHNOLOGIES, INC.
DEFERRED COMPENSATION PLAN
as effective November 29, 1999
<PAGE>
TABLE OF CONTENTS
1. Purpose....................................................................1
2. Definitions................................................................1
3. Participation..............................................................4
4. Contributions..............................................................4
5. Participant Accounts.......................................................7
6. Vesting....................................................................8
7. Distributions..............................................................9
8. Death Benefits............................................................10
9. Administration............................................................10
10. Miscellaneous.............................................................12
<PAGE>
1. PURPOSE. The Water Pik Technologies, Inc. Deferred Compensation Plan (the
"Plan") is established initially to provide benefits to employees of Water Pik
Technologies, Inc. who were employees of Allegheny Teledyne Incorporated or its
subsidiaries and participated in the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan. This Plan accepted the benefit payment obligations
of the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan (the
Prior Plan as defined below) with respect to former participants in the ATI Plan
who became employees of Water Pik Technologies, Inc. or any of its subsidiaries
on or within sixty days of the Effective Date. Following the Effective Date,
Eligible Employees may participate under the terms and conditions of this Plan
with respect to their service to and compensation from Water Pik Technologies,
Inc. The Water Pik Technologies, Inc. Deferred Compensation Plan is an unfunded
plan maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated employees, within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and 29 CFR 2520.104-23.
2. DEFINITIONS.
2.1 "Account" shall mean the bookkeeping account maintained by the Plan
Administrator for each Participant that is credited with (1) the portion of the
Participant's Salary that he or she elects to defer (including transfers to this
Plan from the Allegheny Teledyne Incorporated Executive Deferred Compensation
Plan), (2) the portion of the Participant's Bonus that he or she elects to
defer, (3) portions of the Participant's account balance under the Prior Plan,
(4) any Company contributions on behalf of the Participant under Section 4.2,
and (5) earnings on such amounts.
2.2 "Beneficiary" shall mean the Participant's spouse or, if the
Participant has no spouse or the spouse consents in writing in the presence of a
notary public, the person or persons, trustee, or other legal entity or entities
last designated by the Participant on a form provided by the Plan Administrator
to receive the benefits specified hereunder in the event of the Participant's
death. If the Participant has not designated a beneficiary or if no person
designated as a beneficiary survives the Participant, the payment of the
Participant's benefits under this Plan following his or her death shall be made
(a) to the Participant's spouse, if living, (b) if the Participant's spouse is
not then living, to his or her then living issue by right of representation, (c)
if neither the Participant's spouse nor the Participant's issue are then living,
to his or her then living parents, or (d) if none of the above are then living,
to the Participant's estate.
2.3 "Bonus" shall mean the award or awards payable under the Water Pik
Technologies, Inc. management bonus program (or the comparable annual incentive
plan of a subsidiary, if applicable, and any predecessor or successor program to
any such annual incentive plan), and, for Plan Years beginning on or after
January 1, 2001, any signing bonus or other guaranteed bonus.
<PAGE>
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5 "Company" shall mean Water Pik Technologies, Inc., a Delaware
corporation, and any corporation which is a subsidiary of the corporation
(within the meaning of Code Section 424(f)), unless the context requires
otherwise.
2.6 "Effective Date" shall mean November 29, 1999.
2.7 "Eligible Deferrable Compensation" shall mean, for any Plan Year, an
Eligible Employee's annualized Salary and target Bonus, if any.
2.8 "Eligible Employee" shall mean each management-level employee of the
Company designated by the Plan Administrator as meeting the criteria of one of
the following subsections:
2.8.1 For a Plan Year other than the short Plan Year covering the
period from the Effective Date to December 31, 1999, an employee whose
Eligible Deferrable Compensation for the Plan Year is at least equal to
$100,000 (or such greater amount as the Plan Administrator may establish
from time to time).
2.8.2 For the short Plan Year of the Plan covering the period from
the Effective Date to December 31, 1999, an employee whose Eligible
Deferrable Compensation (from the Company and Allegheny Teledyne
Incorporated or an affiliate) for 1999 is at least equal to $100,000.
2.8.3 For any Plan Year beginning on or after the Effective Date
which includes an employee's date of hire or promotion, an employee whose
Eligible Deferrable Compensation for the Plan Year is at least equal to
$100,000 (or such greater amount as the Plan Administrator may establish
from time to time).
2.9 "Excess 401(k) Plan Deferrals" shall mean the portion or all of a
Participant's elective deferrals under the Water Pik 401(k) Plan which the
Participant would otherwise be eligible to defer to the Water Pik 401(k) Plan
but for the compensation and nondiscrimination limitations of the Code.
2.10 "401(k) Plan Compensation" shall mean the definition of
"Compensation" contained in the Water Pik 401(k) Plan with respect to each
Participant and such definition is hereby incorporated by reference into this
Plan.
2.11 "Fund" or "Funds" shall mean one or more of the mutual funds,
investment portfolios or contracts selected by the Plan Administrator pursuant
to Section 4.3.2.
2.12 "Initial Election Period" shall mean the first thirty days
immediately following the date that the employee is designated as an Eligible
Employee in accordance with Section 2.8; provided, however, for the short Plan
Year beginning on November 29, 1999 and ending on December 31, 1999, the Plan
Administrator may keep in effect any election made for the 1999 Plan Year of the
Prior Plan.
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<PAGE>
2.13 "Interest Rate" shall mean, for each Fund, the net rate, expressed as
a percent, of gain or loss on the assets of such Fund for the applicable period.
2.14 "Participant" shall mean any employee who is eligible to participate
in this Plan under Section 3.
2.15 "Payment Eligibility Date" shall mean the earlier of (i) the date
selected by a Participant on a form provided by the Plan Administrator and filed
with the Vice President of Human Resources, but no such date shall be less than
one year from the date that such election is so filed, or (ii) thirty (30) days
following the end of the calendar quarter in which a Participant terminates
employment or dies. A Participant receiving benefits under the Company's
short-term disability plan or on an approved leave of absence shall not be
deemed to have terminated employment for purposes of the Plan.
2.16 "Plan" shall mean the Water Pik Technologies, Inc. Deferred
Compensation Plan as set forth herein, or as amended from time to time. This
Plan is the successor plan to the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the Prior Plan as defined below) with respect to
Participants in the Prior Plan who, as of the Effective Date, became employees
of the Company in connection with the spin off to stockholders of Allegheny
Teledyne Incorporated of the stock of the Company on November 29, 1999. The
Prior Plan was adopted Allegheny Teledyne Incorporated in 1996 and the Prior
Plan assumed the payment obligations of the Teledyne, Inc. Executive Deferred
Compensation Plan with regard to then Participants in such plan. As of the
Effective Date, the Company assumed all payment obligations of benefits accrued
by employees of the Company on November 29, 1999, whether such benefits were
accrued under the Prior Plan or its predecessor.
2.17 "Plan Administrator" shall mean the Chief Financial Officer of the
Company.
2.18 "Plan Year" shall mean the calendar year, except that the initial
Plan Year shall be the period from the Effective Date through December 31, 1999.
2.19 "Prior Plan" shall mean, with respect to employees of the Company as
of November 29, 1999 who participated in the Prior Plan on or before November
29, 1999, the Allegheny Teledyne Incorporated Executive Deferred Compensation
Plan, and its predecessor plan, the Teledyne, Inc. Executive Deferred
Compensation Plan.
2.20 "Retirement" shall mean the date as of which a Participant commences
to receive a benefit under a pension plan maintained by the Company, the date as
of which a Participant commences to receive disability benefits under the
Company's long-term disability plan or, in the case of a Participant who is not
entitled to benefits under the Company's long-term disability plan, the date the
Plan Administrator determines is the first date the Participant satisfies the
definition of disability set forth in that plan.
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<PAGE>
2.21 "Salary" shall mean the gross rate of pay that an employee is
entitled to receive for services rendered to the Company and shall include any
amounts (i) that may exceed the Section 401(a)(17) Limit, and (ii) deferred
under this Plan.
2.22 "Section 401(a)(17) Limit" shall mean the compensation limitations
established under Section 401(a)(17) of the Code, as such amount may be adjusted
for such calendar year by the Secretary of the Treasury ($160,000 as of the
Effective Date).
2.23 "Supplemental Compensation" shall mean the amount of a Participant's
401(k) Plan Compensation for a Plan Year (determined without regard to the
Section 401(a)(17) Limit) that exceeds the Section 401(a)(17) Limit.
2.24 "Vice President of Human Resources" shall mean such person who may
from time to time be elected or otherwise designated as an officer of the
Company with the title of Vice President of Human Resources; provided, that in
the event that such position is at any time vacant, any reference herein to the
Vice President of Human Resources shall be deemed to refer to the Chief
Financial Officer of the Company.
2.25 "Water Pik 401(k) Plan" shall mean the defined contribution plan or
plans maintained or sponsored by the Company in which the Participant is
eligible to participate.
3. PARTICIPATION.
3.1 Participation of Eligible Employees Under Section 4.1. An Eligible
Employee who, prior to the Effective Date, has not announced his or her
intention to retire shall become a Participant in the Plan on (a) the first day
of the first pay period for which the Eligible Employee elects to defer a
portion of his or her Salary and/or Bonus in accordance with Section 4.1, or (b)
the Effective Date if the Eligible Employee has an account balance under the
Prior Plan.
3.2 Participation of Other Employees Under Section 4.1.6 or Section 4.2.2.
Any other employee of the Company shall become a Participant in the Plan solely
for purposes of (a) crediting Excess 401(k) Plan Deferrals to the Plan under
Section 4.1.6 or (b) receiving a contribution under Section 4.2.2, on the date
that any such amount is credited to an Account on behalf of such employee under
Section 5.3 or Section 5.4, as the case may be.
4. CONTRIBUTIONS.
4.1 Elections to Defer Salary and Bonus.
4.1.1 GENERAL RULE. An Eligible Employee may elect to defer, in
increments of 1% and subject to the limitations set forth herein, up to 100% of
his or her Salary earned and, separately, up to 100% of his or her Bonus paid in
the calendar year following the calendar year in which a written election, on a
form approved by the Plan Administrator, to defer Salary and/or
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Bonus is delivered to the Vice President of Human Resources. Except as provided
in Section 4.1.4, each election to defer Salary and/or Bonus shall be effective
for only the next succeeding calendar year, shall expire on the last day of the
calendar year next following its delivery and shall specify the Participant's
elections as to distribution time and form from among those then permitted under
the Plan. No election may be for less than 5% of the Salary or Bonus payment,
respectively, and no election shall exceed an amount which would prevent the
Eligible Employee from making required or elected contributions under employee
benefit plans or to have required federal, state and local income or payroll tax
payments made or such other amounts as determined appropriate by the Plan
Administrator. Except as provided in Section 4.1.2, an election to defer Salary
earned or Bonus paid in a particular calendar year must be filed with the Vice
President of Human Resources in accordance with the provisions of Sections
4.1.3.
4.1.2 INITIAL ELECTION PERIOD. Each Eligible Employee may elect to
defer Salary and/or Bonus by filing with the Vice President of Human Resources
an election, on a form provided by the Plan Administrator, no later than the
last day of the Eligible Employee's Initial Election Period. An election to
defer Salary and/or Bonus during the Initial Election Period shall be effective
with respect to the Participant's Salary earned during the first pay period
beginning after the election and with respect to the portion of the
Participant's Bonus actually paid in the year following the election. For the
short Plan Year beginning November 29, 1999 and ending on December 31, 1999, the
Plan Administrator may keep in effect any election made by a Participant under
the Prior Plan for the 1999 Plan Year of the Prior Plan.
4.1.3 ELECTIONS OTHER THAN ELECTIONS DURING THE INITIAL ELECTION
PERIOD. Subject to the limitations of Section 4.1.1, any Eligible Employee who
fails to elect to defer Salary and/or Bonus during his or her Initial Election
Period may subsequently elect to defer Salary and/or Bonus, and any Eligible
Employee who has terminated a prior Salary deferral election may elect to again
defer Salary, by filing with the Vice President of Human Resources an election,
on a form provided by the Plan Administrator, to defer Salary and/or Bonus as
described in Section 4.1.1. An election under this Section 4.1.3 to defer Salary
payable during a calendar year must be filed with the Vice President of Human
Resources on or before November 1 of the preceding calendar year. An election
under this Section 4.1.3 to defer Bonus actually paid during a calendar year
must be filed with the Vice President of Human Resources on or before November 1
of the calendar year preceding the year in which such Bonus is actually paid.
4.1.4 DURATION OF SALARY DEFERRAL ELECTION. Any Salary deferral
election made under Section 4.1.2 or Section 4.1.3 shall remain in effect,
notwithstanding any change in the Participant's Salary, until changed or
terminated in accordance with the terms of this Section 4.1.4; provided,
however, that such election shall terminate for any Plan Year for which the
Participant is not an Eligible Employee. A Participant may increase, decrease or
terminate his or her Salary deferral election with respect to Salary earned
during a calendar year by filing a new election, in accordance with the terms of
this Section 4.1, with the Vice President of Human Resources on or before
November 1 of the preceding calendar year.
4.1.5 DURATION OF BONUS DEFERRAL ELECTION. Any Bonus deferral
election made under Section 4.1.2 or Section 4.1.3 shall be irrevocable and
shall apply only to the Bonus
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payable with respect to services performed during the calendar year for which
the election is made. For each subsequent calendar year, an Eligible Employee
must make a new election, subject to the limitations set forth in this Section
4.1, to defer a percentage of his or her Bonus. Such election shall be on forms
provided by the Plan Administrator and shall be filed with the Vice President of
Human Resources on or before November 1 of the calendar year preceding the
calendar year in which such Bonus is paid or payable.
4.1.6 EXCESS 401(K) PLAN DEFERRALS. Subject to the limitations and
provisions of Section 4.1.8, effective April 1, 2000, any Excess 401(k) Plan
Deferrals of a Participant shall be deferred to the Plan.
4.1.7 EXTENSION OF ELECTION DEADLINE. Notwithstanding the foregoing
provisions of this Section 4.1, the Plan Administrator may extend the deadline
for filing elections set forth in Sections 4.1.2, 4.1.3, 4.1.4 and 4.1.5 as the
Plan Administrator shall determine; provided, that any election made during such
an extension shall apply only to Salary earned or Bonus paid after such election
is made. The Plan Administrator shall give notice of such extension to all
Eligible Employees.
4.1.8 LIMITATION ON DEFERRAL OF EXCESS CONTRIBUTIONS. Excess
contributions (as defined under Section 401(k)(8)(B) of the Code) by a
Participant to the Water Pik 401(k) Plan that are distributed to the Participant
under Section 401(k)(8)(A) of the Code are not eligible to be deferred to this
Plan.
4.2 COMPANY CONTRIBUTIONS.
4.2.1 COMPANY MATCHING CONTRIBUTIONS. Effective April 1, 2000 or
such earlier date as the Plan Administrator may establish, the Company shall
match contributions to the Plan by a Participant under Section 4.1 in an amount
equal to the lesser of the following:
(i) 50% of the total amount deferred by the Participant to this
Plan; or
(ii) 50% of the first 6% of the Participant's Salary and Bonus, if
any, reduced by the Participant's 401(k) Plan Compensation
(which, by definition, does not include any amounts deferred
by the Participant to this Plan or any other amounts that
exceed the Section 401(a)(17) Limit ($160,000 as of the
Effective Date)).
Any matching contributions under this Section 4.2.1 generally shall be made on
the date that a Participant's deferred contributions are credited under Section
5.1 or Section 5.2, as the case may be, and, in any event, no later than the
last day of the Plan Year to which such contribution relates.
4.2.2 SUPPLEMENTAL COMPANY CONTRIBUTIONS. Notwithstanding Section
2.8, for each Plan Year, an employee of the Company shall be eligible to
receive, and shall be deemed a Participant in the Plan for the purpose of
receiving, Supplemental Company Contributions under
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this Section 4.2.2 only if such employee has Supplemental Compensation for the
applicable Plan Year. For each Plan Year, the Company shall contribute to the
Plan an amount equal to 4.5% of the amount of each Participant's Supplemental
Compensation for the Plan Year. Generally, this contribution shall be made as of
the last day of each month in which the Participant receives Supplemental
Compensation and, in any event, no later than the last day of the applicable
Plan Year. In addition, if the Company makes a profit sharing contribution to
the Water Pik 401(k) Plan for any Plan Year, the Company shall contribute to the
Plan an amount equal to the percentage of the profit sharing contribution
multiplied by the amount of each Participant's Supplemental Compensation for the
Plan Year to which such contribution relates; provided, however, that to receive
such an excess profit sharing contribution, a Participant must be actively
employed on the last day of the Plan Year to which such contribution relates.
This supplemental profit sharing contribution shall be made no later than the
date on which the profit sharing contribution is made to the Water Pik 401(k)
Plan.
4.3 Investment Elections.
4.3.1 INVESTMENT OPTIONS. The Plan Administrator shall select from
time to time the types of mutual funds and any other investment vehicles in
which Participants' Accounts shall be deemed to be invested. At the time an
Eligible Employee first becomes a Participant, the Participant shall file with
the Vice President of Human Resources a form provided by the Plan Administrator
designating which of such types of mutual funds, investment portfolios or
contracts the Participant's Account shall be deemed to be invested in for
purposes of determining the amount of earnings to be credited to such Account.
In making the designation pursuant to this Section 4.3.1, the Participant may
specify that all or any portion of his or her Account, designated in whole
percentages, be deemed to be invested in one or more of the types of mutual
funds, investment portfolios or contracts selected by the Plan Administrator. A
Participant may change monthly the designation made under this Section 4.3.1 by
filing with the Vice President of Human Resources an election, on a form
provided by the Plan Administrator, at any time during a month, with such change
to be effective as of the first day of the month immediately succeeding the date
on which such form is filed. If a Participant fails to elect a type of fund
under this Section 4.3.1, any prior election shall remain in effect or, if there
is no prior election of types of funds, any deferral election made by the
Participant shall be void. If a Participant who receives allocations to his or
her Account only pursuant to Sections 5.3 and 5.4 fails to elect a type of fund
under this Section 4.3.1, he or she shall be deemed to have elected the fund or
contract designated by the Plan Administrator as the default fund.
4.3.2 PLAN ADMINISTRATOR SELECTION OF FUNDS. Although the
Participant may designate the type of mutual funds, investment portfolios or
contracts pursuant to Section 4.3.1, the Plan Administrator shall select from
time to time, in its sole discretion, a commercially available fund, portfolio
or contract of each of the types selected pursuant to Section 4.3.1 to be the
Funds. The Interest Rate of each such Fund shall be used to determine the amount
of earnings to be credited to Participants' Accounts under Section 5.5.
5. PARTICIPANT ACCOUNTS. The Plan Administrator shall establish and maintain an
Account for each Participant under the Plan. Each Participant's Account shall be
further divided into
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separate subaccounts ("subaccounts"), each of which corresponds to a mutual
fund, investment portfolio or contract elected by the Participant in accordance
with Section 4.3. A Participant's Account shall be credited as follows:
5.1 SALARY CREDITS. As of the last day of each month, the Plan
Administrator shall credit the subaccounts of the Participant's Account with an
amount equal to Salary deferred by the Participant during each pay period ending
in that month in accordance with the Participant's election under Section 4.1.1;
that is, the portion of the Participant's deferred Salary that the Participant
has elected to be deemed to be invested in a certain type of Fund shall be
credited to the subaccount corresponding to that Fund.
5.2 BONUS CREDITS. On or as soon as practicable after a Participant's
Bonus would otherwise be paid, the Plan Administrator shall credit the
subaccounts of the Participant's Account with an amount equal to the portion of
the Bonus deferred by the Participant in accordance with the Participant's
election under Section 4.1.1; that is, the portion of the Participant's deferred
Bonus that the Participant has elected to be deemed to be invested in a
particular type of Fund shall be credited to the subaccount corresponding to
that Fund.
5.3 EXCESS 401(K) PLAN DEFERRAL CREDITS. As of the last day of each month
in which any Excess 401(k) Plan Deferrals are made on behalf of the Participant
under Section 4.1.6, the Plan Administrator shall credit the subaccounts of the
Participant's Account with an amount equal to the Excess 401(k) Plan Deferrals
made for that month in accordance with Section 4.1.6.
5.4 COMPANY CONTRIBUTION CREDITS. As of the last day of each month in
which a Company Contribution is paid under Section 4.2, the Plan Administrator
shall credit the subaccounts of the Participant's Account with an amount equal
to the Participant's share of the Company Contributions made for that month in
accordance with Section 4.2.
5.5 PRIOR PLAN CREDITS. As of the Effective Date, the Plan Administrator
shall credit the subaccounts of the Participant's Account with an amount equal
to the Participant's account balance under the Prior Plan as of the Effective
Date.
5.6 EARNINGS CREDITS. As of the last day of each month in which any amount
remains credited to a Participant's Account, each subaccount of a Participant's
Account shall be credited with earnings in an amount equal to that determined by
multiplying the balance credited to such subaccount as of the last day of the
preceding month by the Interest Rate for that month for the corresponding Fund
selected by the Company pursuant to Section 4.3.2.
6. VESTING. A Participant shall be 100 percent vested at all times in any
amounts credited to the Participant's Account under Sections 5.1, 5.2, 5.3 and
5.5, as well as any earnings on such amounts credited to the Participant's
Account under Section 5.6. A Participant shall have a nonforfeitable interest (a
"Vested Interest") in any amounts credited to the Participant's Account under
Section 5.4, as well as any earnings on such amounts credited under Section 5.6,
equal to the Participant's Vested Interest under the Water Pik 401(k) Plan.
Notwithstanding the provisions of this Section 6, in the event of the
Participant's death prior to the distribution of his
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or her benefits under this Plan, the Participant shall be deemed to have a
Vested Interest in 100% of any amounts credited to the Participant's Account as
of the date of his or her death.
7. DISTRIBUTIONS.
7.1 Amount and Time of Distribution.
7.1.1 PAYMENT AS OF PAYMENT ELIGIBILITY DATE. Each Participant (or,
in the case of the Participant's death, his or her Beneficiary) shall be
entitled to receive a distribution of benefits under this Plan as soon as
practicable following his or her Payment Eligibility Date. The amount payable to
a Participant shall be the amount credited to the Participant's Account as of
his or her Payment Eligibility Date to the extent such amount is then vested
under Section 6.
7.1.2 PAYMENT PRIOR TO PAYMENT ELIGIBILITY DATE. A Participant may
elect by filing with the Vice President of Human Resources a form to be provided
by the Plan Administrator to receive an amount equal to ninety percent of his or
her vested Account balance at any time prior to the Participant's Payment
Eligibility Date. If the Participant makes an election described in this Section
7.1.2: the balance of the Participant's Account not distributed to the
Participant shall be forfeited to the Company; the amount to which he or she is
entitled under this Section 7.1.2 shall be distributed to the Participant in a
single lump sum within thirty days following such election; the Participant
shall be prohibited from participating in the Plan for the balance of the Plan
Year in which this distribution is made and the following Plan Year; and any
elections previously made pursuant to Article 4 of this Plan shall cease to be
effective.
7.2 Form of Distribution.
7.2.1 PRE-RETIREMENT DISTRIBUTIONS. Subject to Section 7.2.5, if a
Participant's Payment Eligibility Date occurs prior to the date of his or her
Retirement, the Participant's Account shall be paid to such Participant in the
form of payment elected by the Participant from among the forms available under
Section 7.2.3 or, if no election is made on a timely basis, in a single lump
sum.
7.2.2 POST-RETIREMENT DISTRIBUTIONS. Subject to Section 7.2.5, if a
Participant's Payment Eligibility Date occurs on or after the date of his or her
Retirement, the Participant's Account shall be paid to such Participant or, in
the event of the Participant's death on or after his or her Payment Eligibility
Date, the Participant's Beneficiary in the form of sixty quarterly installments,
calculated in the manner described in Section 7.2.4 (or pursuant to a payment
schedule approved by the Plan Administrator). Such installment payments shall
commence on the Participant's Payment Eligibility Date or as soon thereafter as
is practicable and shall continue on the first day of each of the 59 calendar
quarters thereafter.
7.2.3 ELECTION OF OPTIONAL FORM OF DISTRIBUTIONS. Notwithstanding
the provisions of Section 7.2.2, a Participant whose Payment Eligibility Date
occurs on or after the date of the Participant's Retirement may elect to receive
distribution of his or her Account
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<PAGE>
balance in a single lump sum, twenty quarterly installments, or forty quarterly
installments (or pursuant to a payment schedule approved by the Plan
Administrator), provided that at least one year prior to his or her Payment
Eligibility Date, the Vice President of Human Resources receives from the
Participant a notice on a form provided by the Plan Administrator that the
Participant elects to receive payment in one of such optional forms. Any such
payment shall be made or commence to be made as of the Participant's Payment
Eligibility Date. Any election made pursuant to this Section 7.2.3 may be
revoked by filing notice of such revocation with the Vice President of Human
Resources on or before the date which is one year prior to the Participant's
Payment Eligibility Date.
7.2.4 METHOD FOR CALCULATING INSTALLMENTS. If a Participant or
Beneficiary receives payment of the Participant's Account balance in
installments pursuant to Section 7.2.2 or 7.2.3, the amount of each quarterly
installment payable over each twelve (12)-month period beginning on the Payment
Eligibility Date or the anniversary thereof shall equal the Participant's
Account balance as of the Determination Date divided by the total number of
quarterly installments that the Participant or Beneficiary is scheduled to
receive pursuant to Section 7.2.2 or his or her election under Section 7.2.3.
For purposes of this Section 7.2.4, "Determination Date" shall mean, for the
year including the Payment Eligibility Date, the Payment Eligibility Date, and
for each subsequent year, the first day of the month preceding the month in
which the anniversary of the Payment Eligibility Date occurs. Notwithstanding
the foregoing, the final scheduled quarterly installment payment shall be equal
to the remaining balance in the Participant's Account.
7.2.5 SMALL ACCOUNT BALANCES. If a Participant's Account balance on
the Participant's Payment Eligibility Date is less than $30,000, such Account
balance shall be paid in a single lump sum.
8. DEATH BENEFITS.
8.1 Death Prior to Payment Eligibility Date. If a Participant shall die
prior to his or her Payment Eligibility Date, the Participant's Beneficiary
shall receive the balance of the Participant's Account in a single lump sum
within 30 days following the date of the Participant's death.
8.2 Death on or After Payment Eligibility Date. If a Participant shall die
on or after his or her Payment Eligibility Date, the Participant's Beneficiary
shall continue to receive the Participant's benefits in the form elected by the
Participant; provided, however, that the Participant's Beneficiary may elect
within 30 days following the Participant's death to receive the remaining
balance of the Participant's benefits under the Plan in a single lump sum, which
amount shall be payable within 60 days following the Participant's death.
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9. ADMINISTRATION.
9.1 Plan Administrator. The Plan shall be administered by the Chief
Financial Officer of Water Pik Technologies, Inc.
9.2 Powers and Duties of the Plan Administrator. The Plan Administrator,
on behalf of the Participants and their Beneficiaries, shall enforce the Plan in
accordance with its terms, shall be charged with the general administration of
the Plan, and shall have all powers necessary to accomplish its purposes,
including, but not by way of limitation, the following:
o To determine all questions relating to the eligibility of
employees to participate;
o To construe and interpret the terms and provisions of this Plan;
o To compute and certify to the amount and kind of benefits payable
to Participants and their Beneficiaries;
o To maintain all records that may be necessary for the
administration of the Plan;
o To provide for the disclosure of all information and the filing
or provision of all reports and statements to Participants,
Beneficiaries or governmental agencies as shall be required by
law;
o To make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not
inconsistent with the terms hereof; and
o To appoint any agent and to delegate to such person such powers
and duties in connection with the administration of the Plan as
the Plan Administrator may from time to time prescribe.
9.3 Construction and Interpretation. The Plan Administrator shall have
full discretion to construe and interpret the terms and provisions of this Plan,
which interpretation or construction shall be final and binding on all parties,
including but not limited to the Company and any Participant or Beneficiary. The
Plan Administrator shall administer such terms and provisions in a uniform and
nondiscriminatory manner and in full accordance with any and all laws applicable
to the Plan.
9.4 Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the Plan
Administrator on all matters relating to the compensation of all Participants,
their death or other cause of termination, and such other pertinent facts as the
Plan Administrator may require.
9.5 Compensation, Expenses and Indemnity.
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9.5.1 The Plan Administrator shall serve without compensation for
its services hereunder.
9.5.2 The Plan Administrator is authorized at the expense of the
Company to employ such legal counsel as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.
9.5.3 The Company shall indemnify and save harmless the Plan
Administrator, the Vice President of Human Resources, and any delegate of the
Plan Administrator who is an employee of the Company against any and all
expenses, liabilities and claims, including legal fees to defend against such
liabilities and claims, arising out of their discharge of responsibilities under
or incident to the Plan, other than expenses and liabilities arising out of
willful misconduct. This indemnity shall not preclude such further indemnities
as may be available under insurance purchased by the Company or provided by the
Company under any bylaw, agreement or otherwise, as such indemnities are
permitted under applicable law.
9.6 Quarterly Statements. Under procedures established by the Plan
Administrator, a Participant shall receive quarterly statements with respect to
such Participant's Account.
10. MISCELLANEOUS.
10.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interest in any specific property or assets of the Company. The Company's
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future, and the rights of the
Participants and Beneficiaries shall be no greater than those of unsecured
general creditors. However, the Company may, in its discretion, establish one or
more vehicles for payment of its obligations under this Plan, including a trust,
known as a "rabbi trust," for use in funding the benefits under the Plan with a
trustee to be selected by the Company in accordance with a trust agreement
meeting the requirements of Rev. Proc. 92-64, as it may be amended or
supplemented in the future. The Plan is intended to be unfunded for tax purposes
and for purposes of Title I of ERISA.
10.2 Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or corporation. No part of a Participant's Account shall be
liable for the debts, contracts, or engagements of any Participant, his or her
Beneficiary, or successors in interest, nor shall a Participant's Account be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever.
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<PAGE>
10.3 No Right to Continued Employment. Neither an employee's participation
in the Plan, nor the employee's rights to his or her Account shall confer upon
such employee any right with respect to continuance of employment by or receipt
of Bonuses from the Company, nor shall such items interfere in any way with the
right of the Company to terminate such employee's employment or alter such
employee's compensation at any time.
10.4 Withholding. There shall be deducted from each payment made under the
Plan or, if such payment is not large enough, from any other funds payable to
the Participant, all taxes which the Company determines are required to be
withheld with respect to such payment under the Plan. The Company shall have the
right to reduce any payment by the amount of cash sufficient to provide the
amount of said taxes.
10.5 Amendment, Modification, Suspension or Termination. The Personnel and
Compensation Committee of the Company's Board of Directors may amend, modify,
suspend or terminate the Plan in whole or in part except that no amendment,
modification, suspension or termination shall reduce any amounts then credited
to a Participant's Account. The Company shall provide notice of such action to
all Participants and Beneficiaries of deceased Participants.
10.6 Governing Law. Except to the extent that it is preempted by federal
law, this Plan shall be construed, governed and administered in accordance with
the laws of the State of Delaware.
10.7 Receipt or Release. Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan, including but not
limited to any payment from an insurance company, shall, to the extent thereof,
be in full satisfaction of all claims under the Plan against the Plan
Administrator and the Company. Any payment, whether by the Company or an
insurance company, to a Participant or the Participant's Beneficiary of an
amount described in Section 5.4 shall, to the extent thereof, be in full
satisfaction of all claims to such amount which the Participant or his or her
Beneficiary or any beneficiary designated in accordance with the Prior Plan may
have against the Company or any other person under the Prior Plan. The Plan
Administrator may require such Participant or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release to such effect. The
Company has assumed the payment liabilities with respect to Participants in this
Plan from the Prior Plan and indemnified Allegheny Teledyne Incorporated from
any and all payment liabilities with respect to the amount of benefits accrued
prior to the Effective Date.
10.8 Payments on Behalf of Minors. In the event that any amount becomes
payable under the Plan to a minor or a person who, in the sole judgment of the
Plan Administrator, is considered by reason of physical or mental condition to
be unable to give a valid receipt therefore, the Plan Administrator may direct
that such payment be made only to the conservator or the guardian of the estate
of such person appointed by a court of competent jurisdiction or such other
person or in such other manner as the Plan Administrator determines is necessary
to assure that the payment will legally discharge the Plan's obligation to such
person. Any payment made pursuant to such determination shall constitute a full
release and discharge of the Plan Administrator and the Company.
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<PAGE>
10.9 Miscellaneous. All pronouns and any variations thereof contained
herein shall be deemed to refer to masculine or feminine, singular or plural, as
the identity of the person or persons may require. The headings used in this
Plan are for convenience only and shall not be construed in interpreting this
Plan.
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Exhibit 5.1
February 7, 2000
Water Pik Technologies, Inc.
23 Corporate Plaza
Suite 246
Newport Beach, California 92660
Ladies and Gentlemen:
We are counsel to Water Pik Technologies, Inc. (the "Company") and we have
acted as counsel for the Company in connection with the preparation of the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of the Company's deferred compensation obligations (the
"Deferred Compensation Obligations") and an indeterminate amount of interests of
participation offered pursuant to the Water Pik Technologies, Inc. Executive
Deferred Compensation Plan (the "Plan").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Deferred
Compensation Obligations, when issued by the Company in the manner provided
pursuant to the Plan, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Plan,
subject, as to enforcement, (x) to bankruptcy, insolvency, reorganization,
readjustment of debt, arrangement, moratorium, fraudulent conveyance and other
laws of general applicability relating to or affecting creditor's rights
generally, and (y) to general principles of equity, whether such enforcement is
considered in a proceeding at equity or at law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Water Pik Technologies, Inc. Executive
Deferred Compensation Plan of our report dated April 13, 1999, except for Note
12 as to which the date is August 6, 1999, relating to the combined financial
statements which appear in the Registration Statements on Form 10, as amended
(No. 001-15297), of Water Pik Technologies, Inc. filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
February 7, 2000
