Exhibit 10.19
[MULTIFOODS LOGO] MEMO
DATE: May 7, 1997
TO: Jeffrey E. Boies
FROM: Frank W. Bonvino
SUBJECT: SUPPLEMENTAL RETIREMENT BENEFIT
The intent of this memorandum is to set forth the terms and conditions
of the supplemental retirement benefit provided under Paragraph 6(c) of
your employment offer letter dated September 24, 1996.
Paragraph 6(c) provides that you will be recommended for participation
in the Management Benefit Plan of International Multifoods Corporation
("MBP") and will participate in the Multifoods Pension Equity Plan
("PEP"). Paragraph 6(c) further provides that you will receive
additional retirement benefits equal to what you would have received
under the MBP and the PEP if your service counted double for both
benefit accrual and vesting purposes.
The PEP Plan is a "qualified" defined benefit pension plan that was
adopted January 1, 1996, as a restructuring of a prior defined benefit
plan maintained by Multifoods (called the "Employees' Retirement Plan
of International Multifoods Corporation"). Employees with sufficient
age and service as of January 1, 1996, are eligible to participate in
the PEP under the same benefit formula that was in effect prior to the
restructuring on January 1, 1996. Even though you do not satisfy the
age and service requirements to be "grandfathered" under the prior
benefit formula under the PEP, the grandfathered formula will be
extended to you on a nonqualified basis under the MBP.
The MBP is a nonqualified excess benefit plan that generally provides
the additional benefits that would have been provided under the PEP if
the limits imposed under Code sections 401(a)(17) and 415 did not apply
to your benefit under the PEP. The MBP also extends the grandfathered
formula to certain individuals and provides such individuals with a
bonus-based nonqualified arrangement.
The benefits described in this memorandum are in addition to those
provided under the PEP and MBP.
SUPPLEMENTAL RETIREMENT BENEFIT
(a) Definitions. The following terms are used herein:
"Actuarial Equivalent" means a benefit of equivalent value when
computed on the basis of mortality and interest rate assumptions
recommended by an actuary and approved by the Senior Vice President -
Finance and Chief Financial Officer or the Vice President and
Controller of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means International Multifoods Corporation, and any successor
thereto.
"Grandfathered Formula" means the benefit formula set forth in Appendix
B of the PEP, which is a continuation of the benefit formula in effect
under the PEP as of December 31, 1995 (then called the "Employees'
Retirement Plan of International Multifoods Corporation").
"MBP" means the Management Benefit Plan of International Multifoods
Corporation, as it may be amended from time to time.
"PEP" means the Multifoods Pension Equity Plan, as adopted January 1,
1996 (as a continuation of the Employees' Retirement Plan of
International Multifoods Corporation), as it may be amended from time
to time.
"Supplemental Retirement Benefit" means the benefit payable to you
under the terms of this memorandum.
(b) Vesting Service. For purposes of determining your Supplemental
Retirement Benefit, your vesting service under this memorandum will be
equal to two times (2x) your vesting service earned under the PEP and
MBP.
(c) Supplemental Retirement Benefit. You will be entitled to
receive the following Supplemental Retirement Benefit:
(1) Less Than Five Years of Vesting Service. If you have less than
5 years of vesting service at your termination of employment, then you
will not be entitled to any Supplemental Retirement Benefit.
(2) Five or More Years of Vesting Service. If you have 5 or more
years of vesting service at your termination of employment, then your
monthly benefit will be equal to "A" plus "B" minus "C" minus "D"
below:
A = 50% of your Bonus Base (calculated under the terms of the
MBP) divided by 12.
plus
B = The greater of the following:
(i) The monthly benefit to which you would have been entitled under
the PEP if (A) you were fully vested (regardless of whether you
actually are vested), (B) your Base Points were equal to two times (2x)
your actual Base Points, and your Integration Points were equal to two
times your actual Integration Points, (C) your benefit was paid in the
form of a single life annuity, and (D) the limits imposed under Code
sections 401(a)(17) and 415 did not apply to your benefit under the
PEP.
(ii) The monthly benefit to which you would have been entitled
under the PEP if (A) you were fully vested (regardless of whether you
actually are vested), (B) you were eligible to and did elect to have
your benefit calculated under the Grandfathered Formula, (C) your
Credited Service was equal to two times (2x) your actual Credited
Service, (D) your benefit was paid in the form of a single life
annuity, and (E) the limits imposed under Code sections 401(a)(17) and
415 did not apply to your benefit under the PEP.
minus
C = The monthly benefit (if any) actually paid to you under the
PEP (or, if you receive your benefit other than in the form of a single
life annuity, the monthly benefit that would have been paid to you if
you had received your benefit in the form of a single life annuity
under the PEP).
minus
D = The monthly benefit (if any) actually paid to you under the
MBP.
All monthly benefits described above will be computed as of the date of
your termination of employment and each will be expressed in the form
of a single life annuity starting as of the first day of the month
after age 65 (or as of the first day of the month after your
termination of employment, if your termination of employment occurs
after age 65).
(d) Form of Benefit. The supplemental Retirement Benefit will be
paid to you in the form of a single life annuity with monthly benefit
payments. However, at the sole discretion of the Company, it may be
paid in any other form. If it is paid in any form other than a single
life annuity starting as of the first day of the month after you attain
age 65, the benefit will be adjusted so that it is the Actuarial
Equivalent of the benefit that would have been paid as a single life
annuity starting as of the first day of the month after you attain age
65.
(e) Commencement of Benefit. The Supplemental Retirement Benefit
will start as of the same day as the benefit paid to you under the PEP.
If you have less than 5 years of vesting service under the PEP at your
termination of employment (and thus are not entitled to a benefit), the
Supplemental Retirement Benefit will start on the same day as the
benefit would have been paid to you if you had 5 years of vesting
service under the PEP.
(f) Spouse Benefit. If you have 5 or more years of vesting
service, you die before your Supplemental Retirement Benefit is paid or
starts to be paid to you, and you are survived by a spouse, that spouse
will be entitled to a monthly benefit payable in the form of a single
life annuity as follows:
(i) If you die at or after age 55, the benefit will start as of the
first day of the month after your death, and the monthly amount of the
benefit will equal the monthly amount of the survivor annuity that
would have been paid to your spouse if you had retired and started to
receive your Supplemental Retirement Benefit in the form of a joint and
100% survivor annuity, and then died.
(ii) If you die before age 55, the benefit will start as of the
first day of the month after you would have reached age 55, and the
monthly amount of the benefit will equal the monthly amount of the
survivor annuity that would have been paid to your spouse if you had
retired on the date of your death, survived to age 55 and started to
receive your Supplemental Retirement Benefit in the form of a joint and
100% survivor annuity, and then died.
(g) No Effect on Employment Rights. This memorandum is not an
employment agreement and nothing in this memorandum will confer on you
the right to be retained in the employ of the Company, or limit any
right of the Company to discharge you or otherwise deal with you
without regard to the existence of this memorandum.
(h) FICA Taxes/Withholding. To the extent that benefit accruals
hereunder are taken into account as amounts deferred under a
nonqualified deferred compensation plan under Code section 3121(v), and
thus are subject to tax under Code section 3101 ("FICA"), the Company
may calculate the amount deferred and withhold against other
compensation paid to you in any manner determined by it to be
appropriate under Code section 3121(v).
Please indicate your receipt and acceptance of the terms of this
memorandum by signing one of the enclosed copies and returning it at
your earliest convenience.
INTERNATIONAL MULTIFOODS CORPORATION
/s/ Frank W. Bonvino
By: Frank W. Bonvino
Its: Vice President & General Counsel
cc: Joyce G. Traver
______________________________________________________________________
ACCEPTANCE
I, Jeffrey E. Boies, hereby acknowledge receipt of this memorandum and
hereby agree to the manner in which Paragraph 6(c) of my offer letter
dated September 24, 1996, is to be implemented as set forth in this
memorandum.
Dated: May 12, 1997
JEFFREY E. BOIES
/s/ Jeffrey E. Boies