exh10_2.htm


     

    
      

      

    

    
 

    Exhibit
10.2:

    


    As
Recommended, Adopted and Approved by the Compensation

    Committee
and the Board of Directors on October 15, 2008

     

    


    


    OIL-DRI
CORPORATION OF AMERICA

     

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

     

    AMENDED
AND RESTATED EFFECTIVE JANUARY 1, 2009

     

     

    FOREWORD

     

    Oil-Dri
Corporation of America (the “Company”) originally adopted this Supplemental
Executive Retirement Plan (the “Plan”) for the benefit of certain of its
executives, effective April 1, 2003.  Effective January 1, 2009, the
Company adopts this amendment and restatement of the Plan in compliance with the
requirements of Section 409A of the Internal Revenue Code (the “Code”) and final
Treasury regulations issued thereunder.

     

    The
Excess Benefit provided under the Plan is intended to be an “excess benefit
plan” as defined in Section 3(36) of the Employee Retirement Income Security Act
of 1974, as amended (ERISA), and the Supplemental Benefit provided under the
Plan is intended to be a deferred compensation plan for “a select group of
management or highly compensated employees” as that term is used in ERISA and
the Plan shall be interpreted and administered to the extent possible in a
manner consistent with that intent.  The terms of this Plan, as
amended and restated, apply to all benefits earned under the Plan, regardless of
whether such benefits were earned and vested as of December 31,
2004.

    


     

    The
purpose of the Plan is to provide certain retired participants in the Oil-Dri
Corporation of America Pension Plan (“Retirement Plan”) with the amount of
benefits that would have been provided under the Retirement Plan but
for:

     

    
      	
               
      

            	
              1.

            	
              the
      limitations on benefits imposed by Section 415 of the Code,
      and/or

            


    

     

    
      	
               
      

            	
              2.

            	
              the
      limitation on compensation for purposes of calculating benefits under the
      Retirement Plan imposed by Section 401(a)(17) of the
  Code.

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    ARTICLE 1 -
Definitions

     

    
      	
              1.1  

            	
              Except
      to the extent otherwise indicated herein, or to the extent otherwise
      inappropriate in the context, the definitions contained in Article II of
      the Retirement Plan are applicable under this
  Plan.

            


    

     

    
      	
              1.2  

            	
              “Affiliate”
      means any corporation or enterprise, other than the Company, which, as of
      a given date, is a member of the same controlled group of corporations,
      the same group of trades or businesses under common control, or the same
      affiliated service group, determined in accordance with Sections 414(b),
      (c), (m) and (o) of the Code, as is the
Company.

            


    

     

    
      	
              1.3  

            	
              “Committee”
      means the persons appointed by the Company as the Administrative Committee
      of the Retirement Plan.

            


    

     

    
      	
              1.4  

            	
              “Company”
      means Oil-Dri Corporation of America, a corporation organized and existing
      under the laws of the State of Delaware and having its principal office in
      Chicago, Illinois.  The Board of Directors of the Company or the
      Compensation Committee or any other authorized committee of the Board of
      Directors shall act on behalf of the
Company.

            


    

     

    
      	
              1.5  

            	
              “Excess
      Benefit” means the excess, if any, of the Retirement Benefit which would
      have been payable to or with respect to a Participant under the Retirement
      Plan had the limitations on benefits imposed by Section 415 of the Code
      not been applicable, over the Retirement Benefit actually payable to or
      with respect to the Participant under the Retirement
  Plan.

            


    

     

    
      	
              1.6  

            	
              “Participant”
      means an individual who is eligible to receive benefits under the Plan as
      set forth in
Article  2.1.

            


    

     

    
      	
              1.7  

            	
              “Plan”
      means this Oil-Dri Corporation of America Supplemental Executive
      Retirement Plan, as amended, modified, or restated from time to
      time.

            


    

     

    
      	
              1.8  

            	
              “Retirement
      Benefit” means, as the context requires, the benefit payable from the
      Retirement Plan.

            


    

     

    
      	
              1.9  

            	
              “Retirement
      Plan” means the Oil-Dri Corporation of America Pension Plan, as amended,
      modified, or restated from time to
time.

            


    

     

    
      	
              1.10  

            	
              “Separation
      from Service” means the Participant’s death, retirement or other
      termination of employment with the Company and all
      Affiliates.  For purposes of this definition, a “termination of
      employment” shall occur when the facts and circumstances indicate that the
      Company and the employee reasonably anticipate that no further services
      would be performed by the employee for the Company or any Affiliate after
      a certain date or that the level of bona fide services the employee would
      perform after such date (whether as an employee or as an independent
      contractor), would permanently decrease to no more than 20% of the average
      level of bona fide services performed (whether as an employee or as an
      independent contractor) over the immediately preceding 36-month period (or
      full period of services to the Company and all Affiliates if the employee
      has been providing services to the Company less than
      36  months).

            


    

     

    
      	
              1.11  

            	
              “Supplemental
      Benefit” means the excess, if any, of the Retirement Benefit that would
      have been payable to or with respect to a Participant under the Retirement
      Plan had the amount of the Participant’s annual Compensation taken into
      account for purposes of calculating benefits under the Retirement Plan not
      been limited by Code Section 401(a)(17), over the sum of (a) the
      Retirement Benefit actually payable to or with respect to the Participant
      under the Retirement Plan and (b) any Excess Benefit payable under
      this Plan.

            


    

     

    ARTICLE 2  -
Participation

     

    
      	
              2.1  

            	
              Participation

            


    

     

    Each
Retirement Plan participant whose Accrued Benefit under the Retirement Plan is
limited by application of the limitations on benefits imposed by Code
Section 415 and/or the limitation on considered compensation imposed by
Code Section 401(a)(17) shall be a Participant in this
Plan.  Participation in this Plan shall be limited to such Retirement
Plan participants.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE 3 -
Benefits

     

    
      	
              3.1  

            	
              Excess
      Benefit

            


    

     

    The
aggregate amount of Excess Benefit payable to or with respect to the Participant
shall be paid directly to such Participant or his or her Beneficiary from the
general assets of the Company in accordance with Articles 3.3 and
3.4.

     

    
      	
              3.2  

            	
              Supplemental
      Benefit

            


    

     

    The
aggregate amount of Supplemental Benefit payable to or with respect to the
Participant shall be paid directly to such Participant or his or her Beneficiary
from the general assets of the Company in accordance with Articles 3.3 and
3.4.

     

    
      	
              3.3  

            	
              General
      Provisions

            


    

     

    
      	
              (a)  

            	
              The
      Company shall make no provision for the funding of any Excess Benefits or
      Supplemental Benefits payable
hereunder.

            


    

     

    
      	
              (b)  

            	
              In
      the event that the Company shall decide to establish an advance accrual
      reserve on its books against the future expense of Excess Benefit or
      Supplemental Benefit payments, such reserve shall not under any
      circumstances be deemed to be an asset of the Plan but, at all times,
      shall remain a part of the general assets of the Company, subject to
      claims of the Company’s creditors.

            


    

     

    
      	
              (c)  

            	
              The
      Excess Benefit and/or Supplemental Benefit with respect to a Participant
      shall be paid to the Participant or his or her Beneficiary in the form of
      five substantially equal annual installments, with the first such
      installment paid on or as soon as practicable after the first day of the
      calendar month following the six-month anniversary of the Participant’s
      Separation from Service and the remaining four annual installments paid
      annually thereafter on or as soon as practicable following the first day
      of the calendar month following the 18-month, 30-month, 42-month, and
      54-month anniversaries of such Separation from Service.  The
      calculation of the annual installments shall be performed using the same
      actuarial factors then utilized by the Retirement Plan for determining
      actuarial equivalence.  All federal, state, and local taxes that
      the Committee determines are required to be withheld from any benefit
      payments made under the Plan shall be
withheld.

            


    

     

    
      	
              (d)  

            	
              Any
      other provision of the Plan to the contrary notwithstanding, in the event
      the present value of the vested combined Excess Benefit and Supplemental
      Benefit with respect to a Participant who has a Separation from Service
      does not exceed $50,000, payment of his or her benefit shall be made in a
      lump sum on or as soon as administratively feasible after the first day of
      the calendar month next following the six (6)-month anniversary of said
      Separation from Service.

            


    

     

    
      	
              (e)  

            	
              The
      Excess Benefit and/or Supplemental Benefit shall be paid in accordance
      with subsections (c) or (d) above regardless of whether the Participant is
      a “specified employee” of the Company (as defined in Treasury Regulation
      Section 1.409A-1(i)).

            


    

     

    
      	
              (f)  

            	
              In
      the event that the Retirement Plan shall be terminated, Excess Benefits
      and/or Supplemental Benefits shall continue to be paid directly by the
      Company as provided in subsections (c) or (d) above, but only with respect
      to such benefits accrued as of the date of the Retirement Plan’s
      termination.

            


    

     

    
      	
              3.4  

            	
              Limitations
      on Benefits

            


    

     

    
      	
              (a)  

            	
              Any
      Excess Benefit and any Supplemental Benefit under this Plan shall be
      considered vested and nonforfeitable only if and when the Participant’s
      Accrued Benefit under the Retirement Plan is vested and
      nonforfeitable.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      the foregoing, the Excess Benefit and/or Supplemental Benefit with respect
      to a Participant shall be subject to adjustment by reason of changes in
      Code Section 401(a)(17) and/or 415 affecting the Accrued Benefit payable
      under the Retirement Plan.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (c)  

            	
              Any
      other provision of the Plan to the contrary notwithstanding, in no event
      will any benefit be payable under the Plan with respect to a Participant
      who terminates employment or retires, if such individual performs services
      for a competitor of the Company, and such service is determined by the
      Committee to violate any non-competition agreement signed by the
      Participant.

            


    

     

    ARTICLE 4  -
Administration

     

    
      	
              4.1  

            	
              Plan
      Administrator

            


    

     

    The
Committee shall be the “administrator” of the Plan within the meaning of Section
3(16)(A) of ERISA.

     

    
      	
              4.2  

            	
              Powers
      of Plan Administrator

            


    

     

    The
Committee shall be vested with the general administration of the
Plan.  The Committee shall have the exclusive right, and discretionary
authority, to interpret the Plan.  The decisions, actions and records
of the Committee shall be conclusive and binding upon the Company, upon any
adopting Employers, and upon all persons having or claiming to have any right or
interest in or under the Plan.

     

    
      	
              4.3  

            	
              Participation
      by Subsidiary

            


    

     

    If any
entity is now or hereafter becomes a subsidiary or Affiliate of the Company and
becomes an adopting Employer under the Retirement Plan, the Company may
authorize such subsidiary or Affiliate to participate in this Plan upon
appropriate action by such entity necessary to adopt the Plan.

     

    
      	
              4.4  

            	
              Claim
      Procedure

            


    

     

    Any
Participant or Beneficiary, or his or her representative, who believes he or she
is entitled to payment of a benefit for which provision is made in the Plan
shall file a written claim with the Committee and shall furnish such evidence of
entitlement to benefits as the Committee may reasonably require.  The
Committee shall notify the Participant or Beneficiary in writing as to the
amount of the benefit to which he or she is entitled, the duration of such
benefit, the time the benefit is to commence and other pertinent information
concerning his or her benefit.  If a claim for a benefit is denied by
the Committee, in whole or in part, the Committee shall provide adequate notice
in writing to the Participant or Beneficiary whose claim for a benefit has been
denied within the 90-day period following receipt of the claim by the
Committee.  If, under special circumstances, the Committee requires an
extension of time for processing the claim, written notice of the extension
shall be furnished to the claimant prior to the termination of the initial
90-day period.  In no event shall such extension exceed a period of 90
days from the end of such initial period.  If written notice of the
denial is not furnished in accordance with the above, the claim shall be deemed
denied and the claimant may proceed with an appeal of the denial, as provided
below.  The written notice regarding the benefit denied shall set
forth (a) the specific reason or reasons for the denial; (b) specific
reference to pertinent Plan provisions on which the denial is based; (c) a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary; and (d) a statement that any appeal of the denial must be made
in writing to the Committee, within 60 days after receipt of the notice, which
must include a full description of the pertinent issues and the basis of the
appeal.  If the Participant or Beneficiary fails to appeal such action
to the Committee in writing within the prescribed period of time, the
Committee’s determination shall be final, binding and conclusive.

     

    
      	
              4.5  

            	
              Appeal
      of Denial of Claim

            


    

     

    If the
Committee receives from a Participant or a Beneficiary, or his or her
representative, within the prescribed period of time, a notice of an appeal of
the denial of a claim for benefits, the Committee shall reconsider the claim,
and may hold a hearing or otherwise ascertain such facts as it deems necessary,
and shall render a decision which shall be binding upon both
parties.  The decision of the Committee shall be in writing and a copy
thereof shall be sent by certified mail to the claimant within 60 days after the
receipt by the Committee of the notice of appeal, unless special circumstances
require an extension of such 60-day period, but in any event, not later than 120
days after receipt.  If written notice of the denial on appeal of a
claim for benefits is not received within the 60- or 120-day period, as
applicable, then the claim shall be treated as a denied claim on
appeal.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE 5  -
Amendment and Termination

     

    
      	
              5.1  

            	
              Amendment
      of the Plan

            


    

     

    Subject
to the provisions of Article 5.3, the Plan may be wholly or partially amended or
otherwise modified at any time by the Company.

     

    
      	
              5.2  

            	
              Termination
      of the Plan

            


    

     

    Subject
to the provisions of Article 5.3, the Plan may be terminated at any time by the
Company.

     

    
      	
              5.3  

            	
              No
      Impairment of Benefits

            


    

     

    Notwithstanding
the provisions of Articles 5.1 and 5.2, no amendment to or termination of the
Plan shall impair any rights to Excess Benefits and Supplemental Benefits which
have accrued hereunder.  In the event the Plan is terminated, any
Excess Benefits and Supplemental Benefits remaining will be distributed in such
manner as is determined by the Committee in its sole discretion.

     

    ARTICLE 6  –
Incorporation of Retirement Plan by Reference

     

    
      	
              6.1  

            	
              Incorporation
      of Retirement Plan by Reference

            


    

     

    Except to
the extent otherwise indicated herein, the applicable provisions of the
Retirement Plan are hereby incorporated by reference into this
Plan.

     

    ARTICLE 7  –
Miscellaneous

     

    
      	
              7.1  

            	
              Non-Alienation

            


    

     

    No right
or benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be
void.  No right or benefit under the Plan shall in any manner be
liable for or subject to the debts, contracts, liabilities or torts of the
person entitled to such benefit except such claims as may be made by the Company
or any Affiliate.  Notwithstanding the foregoing, a Participant’s
Excess Benefit and/or Supplemental Benefit may be assigned or awarded to an
alternate payee pursuant to a domestic relations order the Committee determines
to be a “qualified domestic relations order” (or “QDRO”) described in Code
Section 414(p) and Treasury Regulation Section 1.409A-3(j)(4)(ii).

     

    
      	
              7.2  

            	
              Unsecured
      General Creditor

            


    

     

    Participants
and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of the
Company.  For purposes of the payment of benefits under the Plan, the
Company’s assets shall be, and remain, neither pledged nor restricted under or
as a result of the Plan.  The Company’s obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay money in the
future.  All amounts deferred and accrued under the Plan will be
unsecured liabilities of the Company.  For purposes of this Section
7.2, all references to the “Company” shall be deemed to also refer to any
adopting Employer.

     

    
      	
              7.3  

            	
              Court
      Order

            


    

     

    If an
interest in a Participant’s Excess Benefit and/or Supplemental Benefit under the
Plan is assigned or awarded to an alternate payee pursuant to a QDRO, the QDRO
may provide for the immediate distribution to the alternate payee his or her
interest in such benefit in a lump sum.

     

    
      	
              7.4  

            	
              Participant’s
      Rights

            


    

     

    The
establishment of the Plan shall not be construed as giving any Participant the
right to be retained as an employee of the Company or any adopting Employer, or
the right to receive any benefits not specifically provided
herein.  The Company and any adopting Employer shall have no
obligation to fund its obligations under the Plan.  Nothing herein
shall be deemed to create a trust of any kind or to create any fiduciary
relationships.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              7.5  

            	
              Notice

            


    

     

    Any
notice authorized or required to be given to the Company under the Plan shall be
deemed given upon delivery in writing, signed by the person giving the notice,
to the General Counsel of the Company or such other officer as may be designated
by the Committee.

     

    
      	
              7.6  

            	
              Applicable
      Law

            


    

     

    To the
extent not preempted by the laws of the United States of America, the Plan shall
be governed by the laws of the State of Illinois without regard to its conflict
of laws rules.

     

    
      	
              7.7  

            	
              Expenses

            


    

     

    The
expenses of administering the Plan shall be borne by the Company.

     

    
      	
              7.8  

            	
              Incompetency

            


    

     

    If any
Participant or Beneficiary is, in the opinion of the Committee, legally
incapable of giving a valid receipt and discharge for any payment, the Committee
may, at its option, direct that such payment or any part thereof be made to such
person or persons who in the opinion of the Committee are caring for and
supporting such Participant or Beneficiary, unless it has received due notice of
claim from a duly appointed guardian or conservator of the estate of the
Participant or Beneficiary.  A payment so made will be a complete
discharge of the obligations under the Plan.

     

    
      	
              7.9  

            	
              Severability

            


    

     

    If any
provisions of the Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts of the Plan, but
the Plan shall be construed and enforced as if said illegal and invalid
provisions had never been included herein.

     

    
      	
              7.10  

            	
              Gender
      and Number

            


    

     

    Masculine
gender shall include the feminine, and the singular shall include the plural,
unless the context clearly indicates otherwise.

     

    
      	
              7.11  

            	
              Captions

            


    

     

    The
captions of the sections and paragraphs of the Plan are for convenience only and
shall not control or effect the meaning or construction of any of its
provisions.

     

    IN
WITNESS WHEREOF, the Company has caused the Plan to be executed upon the
signature of its duly qualified officer as of the date first written
above.

    


    
      	
              OIL-DRI
      CORPORATION OF AMERICA

               

              By:
        /s/ Charles P.
      Brissman

              Its Vice President and General
      Counsel

            	 
      
	
               

              ATTEST:

               

              By:  /s/ Angela M.
      Hatseras

            	 
      


    

    
 

     

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