EXHIBIT 10.14



 



Exhibit 10.14


AMERICAN STANDARD COMPANIES INC.

DEFERRED COMPENSATION PLAN



(As Amended and Restated as of January 1, 2004)



This document constitutes part of a Prospectus covering securities that have been registered


under the Securities Act of 1993.



Section 1. Purpose



     The purpose of this American Standard Companies Inc. Deferred Compensation
Plan (the “Plan”), as amended as of January 1, 2004, is to provide a select
group of management or highly compensated employees of American Standard
Companies Inc. (the “Company”) and its subsidiaries and certain members of the
Company’s Board of Directors (the “Board”) with the opportunity to defer
receipt of certain compensation, and for the Company to defer payment of
certain compensation to such individuals, into future years. The Plan covers
employees of the Company and subsidiaries of the Company which, with the
consent of the Company, elect to participate in the Plan (the “Employer”).


Section 2. Eligibility



     Each employee of the Employer who is a U.S. taxpayer and who either (i)
participates in the Company’s Long Term Incentive Compensation Plan or (ii) is
a district sales manager for the Trane Commercial Sales business is eligible to
participate in the Plan. In addition, all non-employee members of the Board
are Participants. All those who are eligible to participate in the Plan are
considered to be Participants. The Plan Administrator shall provide a copy of
the Plan to each Participant together with a form of letter which the
Participant may use to notify the Company of his or her election to defer
compensation under the Plan.


Section 3. Participation



     a.     Deferral Election. On or before the date chosen from time to time by
the Plan Administrator, a Participant may elect to defer receipt of certain
forms of compensation which, but for such election, would have been paid to him
or her, and to have such amounts credited, in whole or in part, to a memorandum
account credited with a fixed annual return (the “Interest


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Account”) and/or a memorandum account deemed to be invested in notional
Common Shares of the Company (the “Stock Account”). A Participant may elect to
defer up to (i) 50% of base pay, (ii) 100% of payments under the Company’s
Annual Incentive Plan, (iii) 100% of payments under the Company’s Long Term
Incentive Compensation, (iv) 100% of fees and retainers to be paid to members
of the Company’s Board, and (v) 100% of such other sources as are determined
from time to time by the Plan Administrator; provided, however, that the total
amount deferred by a Participant shall be limited in any calendar year, if
necessary, to satisfy Social Security Tax (including Medicare), income tax and
employee benefit plan withholding requirements as determined in the sole and
absolute discretion of the Plan Administrator.


     b.     Form and Duration of Deferral Election. A deferral election shall be
made by a Participant in the form of a written notice filed on a designated
form with the Plan Administrator (the “Deferral Election”). The Deferral
Election shall specify the amount being deferred under that election and how
much, if any, of the deferral amount is going to each of the Interest Account
and the Stock Account. The minimum amount that each Participant may defer
under the Plan for each year shall be $5,000 (or such other amount as the Plan
Administrator shall determine from time to time). Any such election shall be
effective solely with respect to payments that would otherwise be made in the
calendar year following the year in which such election is filed, except that
with respect to individuals who first become Participants during a calendar
year, such election shall apply to compensation to be earned and paid in that
calendar year. Such deferral election shall remain in effect for future years
until it is modified or revoked. Any revocation or modification of a Deferral
Election shall become effective only with respect to compensation payable in
the calendar year following receipt of such revocation or modification by the
Plan Administrator.


     c.     Renewal. A Participant who has revoked an election to participate in
the Plan may file a new election to defer compensation payable in the calendar
year following the year in which such election is filed, if the Participant
continues to meet the Plan’s eligibility criteria as are then in effect.


     d.     Discretionary Company Contributions; Change of Control. The Employer
may from time to time elect to make fully discretionary contributions
(“Discretionary Company Contributions”) to the Interest Accounts of some or all
Participants, in such amounts as it, in its sole discretion, elects. Such
Discretionary Company Contributions may be subject to a vesting


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schedule, as determined by the Plan Administrator. Notwithstanding the
vesting schedule, such amounts will become fully vested upon the occurrence of
a Change of Control, or upon the death or disability (as defined below) of the
Participant (while actively employed by the Employer as an employee or member
of the Board). “Change of Control” shall have the same meaning as set forth
in the American Standard Companies Inc. Stock Incentive Plan, as amended, or
any successor plan thereto.


     e.     Matching Contributions. The Employer may from time to time elect to
make fully discretionary matching contributions (“Matching Contributions”) to
the Interest Accounts of some or all Participants, in such amounts as it, in
its sole discretion, elects. Such Matching Contributions shall be fully vested
at all times.


Section 4. Participant’s Accounts



     a.     Establishment of Account. The Company shall maintain an Interest
Account and a Stock Account for each Participant, and shall make additions to
and subtractions from such Accounts as provided in this Plan. For each amount
credited to the Interest Account, such Account shall note the date the amount
was credited to the Account, any interest accrued pursuant to this Section 4,
as well as the date that distribution is to commence. For each amount credited
to the Stock Account, the Account shall note the date the amount was credited
to the Account, the number of notional shares credited on such date, the Market
Value per Share used to determine the notional shares credited, as well as the
date distribution is to commence.


     b.     Interest Account. Compensation allocated to the Interest Account
pursuant to this Section 4 shall be credited to such Account as of the date
such compensation would otherwise have been paid to the Participant, and for
Matching Contributions and Discretionary Company Contributions, as of the date
on which such amounts are credited to the Interest Account. Any amounts
credited to the Interest Account shall earn interest on an annual basis at the
Applicable Interest Rate in effect for each calendar year, as defined below,
which interest shall be credited on the last business day of each calendar
month.


     The Applicable Interest Rate for amounts credited prior to January 1,
2002, shall mean the percentage equal to the prime rate of interest in effect
at Chase Manhattan Bank (or any successor thereto) on the last business day of
the previous calendar year, plus one percent.


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         For amounts credited to the Interest Account after December 31, 2001,
Applicable Interest Rate shall mean the rate of interest to be determined by
the Plan Administrator from time to time.


     c.     Stock Account. Any compensation allocated to the Stock Account
pursuant to this Section 4 shall be deemed to be invested in a number of
notional Common Shares (including fractional shares) of the Company (the
“Shares”) equal to the quotient of (i) the dollar amount of such compensation
divided by (ii) the Market Value Per Share (as defined below) on the date the
compensation being allocated to the Stock Account would otherwise have been
payable to the Participant. The Market Value Per Share on any date shall mean
the average of the high and low prices per share for a Common Share of the
Company as reported on the Consolidated Tape of the New York Stock Exchange on
such date. If such date is not a business day or if no sale occurs on such
date, Market Value Per Share shall be determined, in the manner described
above, as of the first preceding business day on which a sale occurs.


     Whenever a dividend other than a dividend payable in the form of the
Corporation’s Common Shares is declared with respect to the Company’s Common
Shares, the number of Shares in the Participant’s Stock Account shall be
increased by the number of Shares determined by dividing (i) the product of (A)
the number of Shares in the Participant’s Stock Account on the related dividend
record date and (B) the amount of any cash dividend declared by the Company on
a Common Share (or, in the case of any dividend distributable in property other
than Common Shares, the per share value of such dividend, as determined by the
Company for purposes of income tax reporting) by (ii) the Market Value Per
Share on the related dividend payment date. In the case of any dividend
declared on the Company’s Common Shares which is payable in Common Shares, the
Participant’s Stock Account shall be increased by the number of Shares equal to
the product of (i) the number of Shares credited to the Participant’s Stock
Account on the related dividend record date and (ii) the number of shares of
Common Shares (including any fraction thereof) distributable as a dividend on a
Common Share.


     In the event of any change in the number or kind of outstanding Common
Shares by reason of any recapitalization, reorganization, merger,
consolidation, stock split or any similar change affecting the Common Shares,
other than a stock dividend as provided above, the Administrator shall make an
appropriate adjustment in the number of Shares credited to each Participant’s
Stock Account.


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     (d)  Investment Elections for Deferrals and Other Contributions. At the
time a Participant elects to defer compensation pursuant to Section 3(a), the
Participant shall designate in writing the portion of such compensation, stated
as a whole percentage, to be credited to the Interest Account and the portion
to be credited to the Stock Account. Any compensation to be credited to either
Account shall be rounded to the nearest whole cent. If a Participant fails to
designate how the deferrals and/or other contributions are to be allocated
between the two Accounts, 100% of such amounts shall be credited to the
Interest Account. Participants may not elect to transfer from the Interest
Account to the Stock Account, or vice versa. In addition, any Discretionary
or Matching Company Contributions shall be invested in the Interest Account.


Section 5. Distributions from the Accounts



     a.     Distribution Elections. At the time a Participant makes a Deferral
Election with respect to a particular calendar year, such Participant shall
also file with the Plan Administrator a written election (a “Distribution
Election”) with respect to the timing and manner of distribution of the
aggregate amount, if any, credited to the Interest Account and/or the Stock
Account for that year’s deferrals and contributions. In all cases, the Plan
Administrator will determine the time and form of distributions with respect to
Discretionary Company Contributions, if any. A Distribution Election shall
specify that a distribution for that year’s deferrals and Matching
Contributions shall be made in one of the following manners:



	 	(1)	 	Distributions to be made upon termination of
employment (as an employee of the Employer or as a member of
the Board) or disability. Disability, for this purpose, shall
mean the Participant’s permanent inability to perform each and
every duty of his or her occupation or position of employment
due to illness or injury as determined in the sole and
absolute discretion of the Plan Administrator. The normal
form of distribution under this method will be installments
paid over 10 years, but the Participant may elect instead to
be paid in annual installments over a period of less than 10
years, or in the form of a lump sum. Distributions under this
methodology will commence the month immediately following the
month in which the Participant terminates employment or
becomes disabled; or



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	 	(2)	 	Distributions commence either one, two, or three
years following termination of employment (as an employee of
the Employer or as a member of the Board) or disability (as
defined above). The normal form of distribution under this
method will be installments paid over 10 years, but the
Participant may elect instead to be paid in annual
installments over a period of less than 10 years, or in the
form of a lump sum. Distributions under this methodology
will commence in February of the selected calendar year; or
	 
	 	(3)	 	Distributions to be made at scheduled dates while
still employed or while still a member of the Board. Under
this methodology, the Participant may elect to defer receipt
until a year which is at least two years following the
calendar year in which the deferrals or contributions are
being made. The normal form of distribution under this
methodology will be a lump sum, but the Participant may elect
instead to be paid in installments over two, three, four or
five years. Distributions under this methodology will
commence in February of the selected calendar year. In the
event that a Participant becomes disabled (as defined above)
or terminates employment (as an employee or a member of the
Board) prior to commencement of a scheduled withdrawal under
this methodology, then such withdrawal shall commence in the
month immediately following such disability or termination of
employment in the form selected by the Participant for
in-service distributions. In the event that a Participant
becomes disabled (as defined above) or terminates employment
(as an employee or a member of the Board) after commencement
of a scheduled withdrawal under this methodology for a given
year’s deferrals and Matching Contributions, then that year’s
deferrals and Matching Contributions will continue to be
distributed in the form selected.



     b.     Amendment of Distribution Election. A Participant may change a
Distribution Election applicable to a particular year’s deferrals and Matching
Contributions upon written notice filed with the Plan Administrator up to two
times, subject to the following limitations:


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	 	(1)	 	No election to change the method and/or timing of
any distribution may accelerate the time at which payment of
amounts previously deferred would otherwise have been paid;




	 	(2)	 	No election to change the method and/or timing of
any distribution shall be effective unless at least one full
calendar year elapses between:




	 	(a)	 	the date as of which such election is
so filed, and
	 
	 	(b)	 	the date as of which a distribution
would otherwise have commenced.



     c.     Payment upon Death. Notwithstanding anything else herein to the
contrary, if a Participant shall die before payment of all amounts credited to
such Participant’s Accounts have been completed, the total remaining balance in
such Accounts shall be paid in a single lump sum to the Participant’s
designated beneficiary or, if no beneficiary has been designated, to his or her
estate, within thirty (30) days after the Plan Administrator receives notice of
the Participant’s death.


     d.     Valuation on Distribution. Distributions from the Stock Account shall
be paid in Common Shares, unless otherwise determined by the Plan Administrator
in its sole discretion. In the event of a distribution from the Stock Account
to be paid in Common Shares, the number of Common Shares payable shall be equal
to the number of whole Shares subject to such distribution. Any fractional
Shares will be settled in cash. The Stock Account will be valued for tax
withholding purposes, as well as all other purposes (including, but not limited
to, settlement of the Stock Account (in whole or in part) in cash), based on
the Market Value Per Share on the last business day of the calendar month prior
to the date as of which distribution is to be made. Distributions from the
Interest Account will be valued as of the last business day of the calendar
month prior to the date as of which distribution is to be made.


     e.     Interest Account Installment Payments. Where a Participant elects to
receive a distribution in annual installments, the amount of each installment
payment from the Interest Account shall be equal to the product of (i) the
balance credited to such Interest Account (which is subject to the particular
installment election) on the last business day of the calendar month prior to
the date as of which such payment is to be made, and (ii) a fraction, the
numerator of which is one (1) and the denominator of which is the total number
of installments remaining to be paid at that time.


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     f.     Stock Account Installment Payments. Where a Participant elects to
receive the distribution in annual installments, the number of Shares subject
to such annual installment payment from the Stock Account shall be equal to the
product of (i) the number of Shares credited to such Stock Account on the date
of such payment which is subject to the particular installment election, and
(ii) a fraction, the numerator of which is one (1) and the denominator of which
is the total number of installments remaining to be paid at that time.


Section 6. Hardship and Unscheduled In-Service Distributions



     a.     Hardship Distributions. A Participant shall be permitted to elect a
Hardship Distribution from his or her vested Accounts at any time, subject to
the following. Discretionary Company Contributions are not available for a
Hardship Distribution, unless otherwise determined by the Plan Administrator in
its sole discretion. The election to take a Hardship Distribution shall be
made by filing a form provided by and filed with the Plan Administrator prior
to the end of any calendar month. The Plan Administrator shall determine
whether the requested distribution constitutes a Hardship Distribution as
defined below. The amount determined by the Plan Administrator as a Hardship
Distribution shall be paid in a single payment as soon as practicable after the
end of the calendar month in which the Hardship Distribution election is made
and approved by the Plan Administrator. If a Participant receives a Hardship
Distribution, the Participant will be ineligible to participate in the Plan for
the balance of that calendar year. The Plan Administrator will in its sole
discretion determine the Account or Accounts from which to debit the amount of
the distribution.


     For this purpose, Hardship Distribution shall mean a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of his or her dependent (as defined in Section
152(a) of the Internal Revenue Code of 1986, as amended), loss of a
Participant’s property due to casualty, or other similar or extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. The circumstances that would constitute an unforeseeable
emergency will depend upon the facts of each case, but, in any case, a Hardship
Distribution may not be made to the extent that such hardship is or may be
relieved (i) through reimbursement or compensation by insurance or otherwise,
or (ii) by liquidation of the Participant’s assets, to the extent the
liquidation of assets


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would not itself cause severe financial hardship. In all instances, the
Plan Administrator will have sole discretion to determine whether a valid
hardship exists for this purpose.


     b.     Unscheduled In-Service Distributions. A Participant shall be permitted
to elect an Unscheduled In-Service Distribution from his or her vested Accounts
at any time, subject to the following. Discretionary Company Contributions are
not available for an Unscheduled In-Service Distribution. The election to take
an Unscheduled In-Service Distribution shall be made by filing a form provided
by and filed with the Plan Administrator prior to the end of any calendar
month. The amount of the Unscheduled In-Service Distribution shall be the
amount selected by the Participant, up to a maximum of 90% of his vested
Account balance. The amount described herein shall be paid in a single payment
as soon as practicable after the end of the calendar month in which the
Unscheduled In-Service Distribution election is made. If a Participant
requests an Unscheduled In-Service Distribution of some or all of his or her
vested Account, such Participant shall permanently forfeit 10% of the gross
amount to be distributed from the Participant’s Account, and the Company shall
have no obligation to the Participant or his or her Beneficiary with respect to
such forfeited amount. If a Participant receives an Unscheduled In-Service
Distribution of either all or a part of his or her Account, then the
Participant will be ineligible to participate in the Plan for the balance of
the calendar year. The Plan Administrator will in its sole discretion
determine the Account or Accounts from which to debit the amount of the
distribution.


Section 7. Designation of Beneficiaries A Participant may designate a
beneficiary or beneficiaries (which may be an entity other than a natural
person) to receive payments to be made following such Participant’s death. At
any time, and from time to time, any such designation may be changed or
canceled by the Participant without the consent of the beneficiary. Any such
designation, change or cancellation must be made by written notice filed with
the Plan Administrator. If a Participant designates more than one beneficiary,
any payments to such beneficiaries shall be made in equal amounts unless the
Participant has designated otherwise, in which case the payments shall be made
as designated by the Participant. If no beneficiary is named by the
Participant, or if a beneficiary has been designated and such designation has
been canceled, payment shall be made to the Participant’s estate.
Notwithstanding the above, if a Participant has designated his or her spouse as
beneficiary, and


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subsequent to such designation becomes divorced from such spouse, then the
designation previously filed will be deemed revoked as to such former spouse,
unless specifically reaffirmed in writing by the Participant subsequent to the
date of divorce.


Section 8. Amendment and Termination The Board of Directors of the Company may
amend or terminate the Plan at any time; provided, however, that, no such
amendment or termination shall impair the rights of a Participant with respect
to amounts then credited to his Account under the Plan, and further provided,
however, that no amendment or termination may be effected with respect to a
Participant prior to the end of two years following a Change of Control, except
with the written consent of such an affected Participant.


Section 9. Administration The Plan shall be administered by a committee
appointed by the Board (the “Plan Administrator”). The initial members of the
committee are the Company’s Senior Vice President of Human Resources, the
Company’s Vice President of Corporate Human Resources, the Company’s Treasurer,
and the Company’s executive compensation and employee benefits counsel. In
addition to such functions and responsibilities specifically reserved to the
Plan Administrator under the Plan, the Plan Administrator shall have full power
and authority, subject to the provisions of the Plan, to construe and interpret
and carry out the terms of the Plan, and to exercise discretion where necessary
or appropriate in the interpretation of the Plan, and all decisions by the Plan
Administrator shall be final and binding on all affected parties. In addition
to such powers, the Plan Administrator has the authority to modify eligibility
criteria for the Plan, to select or change investment options under the Plan,
to appoint and replace the trustee of the grantor trust to be established
hereunder, to establish rules and regulations for efficient plan
administration, to employ and rely upon advisers, and shall have such other
powers, duties and responsibilities as are customary for plans such as the
Plan, all as determined by the Plan Administrator.


Section 10. Miscellaneous



     a.     Unfunded Plan. The Employer shall not be obligated to fund its
liabilities under the Plan, the Accounts established for each Participant
electing deferment shall not constitute a trust, and a Participant shall have
no claim against the Company or its assets other than as an


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unsecured general creditor. Without limiting the generality of the
foregoing, the Participant’s claim at any time shall be for the amount credited
to such Participant’s Accounts at such time. Notwithstanding the foregoing,
the Company will establish a grantor trust to assist it in meeting its
obligations hereunder, which grantor trust may be funded by the Company at such
levels as it determines from time to time; provided, however, that in no event
shall any Participant have any interest in such trust or property other than
that of an unsecured general creditor of the Company. Notwithstanding the
above, upon the occurrence of a Change of Control, the Company will immediately
contribute to such grantor trust such amounts of cash and Company stock as are
necessary to satisfy all claims for benefits under the Plan, on an assumed
termination basis at such date.


     b.     Non-Alienation. The right of a Participant to receive a distribution
of the value of such Participant’s Account payable pursuant to the Plan shall
not be subject to assignment, alienation, attachment, garnishment or other
similar process.


     c.     No Right to Continued Employment. Nothing in this Plan shall be
construed to give any Participant the right to continued employment by the
Employer, nor shall it limit the Employer’s ability to affect the terms and
conditions of a Participant’s employment with the Employer.


     d.     Governing Law. This Plan and all rights and obligations hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware, to the extent such laws are not superseded by federal law. The Plan
is intended to be a nonqualified deferred compensation plan maintained for a
select group of management or highly compensated individuals. As such, it is
generally subject to Title I of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”). While ERISA generally applies to the Plan, Parts 2
(Participation and Vesting), 3 (Funding), and 4 (Fiduciary Responsibility) of
Title I of ERISA do not apply. Part 5 (Administration and Enforcement)
applies, and the Part 1 (Reporting and Disclosure) requirements apply to the
Plan, but only on a limited basis.


     e.     Withholding. The Company may withhold from any amounts payable
hereunder, whether in cash or shares, such federal, state or local taxes as may
be deemed required to be withheld pursuant to applicable law or regulations.


     f.     Compliance. A Participant shall have no right to receive payment (in
any form) with respect to his or her Accounts until legal and contractual
obligations of the Employer


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relating to the making of such payments shall have been complied with in
full. In addition, the Plan Administrator shall impose such restrictions,
limitations, rules and regulations as it may deem advisable in order to comply
with the applicable federal securities laws, the requirements of the New York
Stock Exchange or any other applicable stock exchange or automated quotation
system, any applicable state securities laws, any provision of the Company’s
Certificate of Incorporation or Bylaws, or any other law, regulation, rule, or
binding contract to which the Company or the Employer is subject.



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