EXHIBIT 10.11



 



Exhibit 10.11


American Standard Companies Inc.



Supplemental Compensation Plan for Outside Directors

(as amended and restated effective February 5, 2004)



1.         Definitions




		
	 	(a) “Administrator” means the Secretary of the Company.
	 
	 	(b) “Annual Stockholders Meeting” means the annual meeting of the
stockholders of the Company.
	 
	 	(c) “Board” means the Board of Directors of the Company.
	 
	 	(d) “Company” means American Standard Companies Inc. or any successor
thereto by consolidation, merger or other resolution.
	 
	 	(e) “Fair Market Value” on any date means the closing price of a Share on
such a date as reported on the New York Stock Exchange consolidated reporting
system.
	 
	 	(f) “Participant” means any director of the Company who is not an
employee of the Company or an affiliate. Participants are also referred
to herein as “Outside Directors”.
	 
	 	(g) “Plan” means this Supplemental Compensation Plan for Outside
Directors, as set forth herein and as amended from time to time.
	 
	 	(h) “Plan Account” means the account established for each Participant
pursuant to Section 2.
	 
	 	(i) “Share” means a share of common stock of the Company; the number of
Shares available for use under the Plan shall be 100,000.
	 
	 	(j) “Trust” means the Trust Agreement for the American Standard Companies
Inc. Supplemental Compensation Plan for Outside Directors.
	 
	 	(k) “Unit” means the factor of $50,000 ($100,000 in the case of any
director first elected to the Board after January 1, 1993) calculated in
accordance with Section 2 of the Plan as it existed before March 7, 1996.



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2.         Establishment of Plan Accounts.




		
	 	     The Administrator shall establish a Plan Account hereunder for each
Participant as soon as he or she becomes a member of the Board.




		
	 	     Whenever a Plan Account is established, the Administrator shall
credit to such Plan Account, that number of Shares and fractions
thereof equal in value to $50,000 ($100,000 in the case of any director
first elected to the Board after January 1, 1993), with the value of a
Share based on the Fair Market Value on the date immediately preceding
the date that the Participant becomes a member of the Board (the “Initial
Allocation”).




		
	 	     Any Units credited to Participants’ Plan Accounts under the terms of
the Plan as it existed before March 7, 1996 shall be converted to Shares
on a one for one basis.



3.         Annual Grants of Shares.




		
	 	     Effective on and after December 4, 1997, each Participant shall have
500 Shares credited to his or her Plan Account on the date immediately
preceding each Annual Stockholders Meeting.



4.         Shares Held in Trust.




		
	 	     Any Shares issued pursuant to the Plan shall be issued to and
governed by the terms of the Trust. Upon the termination of a
Participant’s Board membership other than for cause, such Participant
(or, if such termination is due to his or her death, his or her
Beneficiary) shall receive a distribution from the Trust, net of any
required tax or other withholdings, of the Shares in his or her Plan
Account.



5.         Forfeiture




		
	 	     Upon the termination for cause of a Participant’s membership on the
Board, all of the Shares and fractions thereof credited to his or her
Plan Account shall revert back to the Company.



6.     Rights of Participants Regarding the Shares in their Plan Account.



		
	 	     A Participant shall have the right to direct the voting of a number
of Shares held by the Trust that is equal to the number of Shares
credited to his or her Plan Account as to all matters with respect to
which such Shares are entitled to vote. The Trust shall distribute to
each Participant (or in the event of a Participant’s death, such
Participant’s




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	 	Beneficiary) an amount in cash equal to the amount of any cash
dividends payable on the number of Shares allocated to the Participant’s
Plan Account.



7.         Changes in Capital Structure.




		
	 	     In the event of the payment of any dividend payable in, or the
making of any distribution of, Shares to holders of record of Shares; or
in the event of any stock split, combination of Shares, recapitalization
or other similar change in the authorized capital stock of the Company;
or in the event of the merger or consolidation of the Company into or
with any other corporation or the reorganization, dissolution or
liquidation of the Company; then (i) the number of Shares available for
issuance under the Plan, (ii) the annual grant to Participants under
Section 3 and (iii) the number of Shares subject to outstanding awards
under the Plan shall be adjusted in the same manner as Shares owned by
shareholders of the Company are adjusted upon the occurrence of such
event.



8.         Non-assignability.




		
	 	     The right of a Participant or Beneficiary to the distribution
provided for in the Plan shall not be assigned, transferred, pledged or
encumbered or be subject in any manner to alienation or anticipation.



9.         Amendment and Termination.




		
	 	     The Plan may at any time be amended, modified or terminated by the
Board; provided that no amendment, modification or termination shall,
without the consent of a Participant, reduce the number of Shares and
fractions thereof credited to such Participant’s Plan Account pursuant to
Sections 2 and 3.



10.         Notices.




		
	 	     All notices to the Company under this Plan, including a
Participant’s designation of a Beneficiary, shall be in writing and
mailed or hand delivered to the Secretary of the Company at its Corporate
Headquarters.



11.         Governing Law.




		
	 	     This Plan shall be governed by and construed in accordance with the
laws of the State of New York without reference to the principles of
conflict of laws of such State.




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