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Exhibit 10(a)
CAMPBELL SOUP COMAPNY
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Campbell Soup Company 1984 Long-Term
Incentive Plan
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As amended on November 17, 1994
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TABLE OF CONTENTS
Article Page
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I. Purpose and Effective Date . . . . . . . . . . . . . 1
II. Definitions . . . . . . . . . . . . . . . . . . . . 1
III. Administration . . . . . . . . . . . . . . . . . . . 3
IV. Awards . . . . . . . . . . . . . . . . . . . . . . . 4
V. Stock Options and Stock Appreciation
Rights . . . . . . . . . . . . . . . . . . . . . . 4
VI. Restricted Stock . . . . . . . . . . . . . . . . . . 8
VII. Award of Performance Units . . . . . . . . . . . . . 8
VIII. Deferral of Payments . . . . . . . . . . . . . . . . 10
IX. Miscellaneous Provisions . . . . . . . . . . . . . . 13
X. Change in Control of the Company . . . . . . . . . . 14
XI. Unrestricted Campbell Stock Awards for
Non-Employee Directors . . . . . . . . . . . . . . 18
XII. Unrestricted Campbell Stock Awards for
Key Employees . . . . . . . . . . . . . . . . . . 19
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CAMPBELL SOUP COMPANY 1984 LONG-TERM INCENTIVE PLAN
ARTICLE I
PURPOSE AND EFFECTIVE DATE
Section 1.1 Purpose. The purpose of the Plan is to provide
financial incentives for selected Key Employees of the Campbell Group and for
the non-employee directors of the Company, thereby promoting the long-term
growth and financial success of the Campbell Group by (i) attracting and
retaining employees and directors of outstanding ability, (ii) strengthening
the Campbell Group's capability to develop, maintain, and direct a competent
management team, (iii) providing an effective means for selected Key Employees
and non-employee directors to acquire and maintain ownership of Campbell Stock,
(iv) motivating Key Employees to achieve long-range performance goals and
objectives, and (v) providing incentive compensation opportunities competitive
with those of other major corporations.
Section 1.2 Effective Date and Expiration of Plan. The Plan is
subject to approval by a majority of the votes cast at the annual meeting of
stockholders of the Company to be held on November 16, 1984, or at any
adjournment thereof, by the holders of shares of Campbell Stock entitled to
vote thereon, and, if so approved, shall be effective as of such date. Unless
earlier terminated by the Board pursuant to Section 9.3, the Plan shall
terminate on the tenth anniversary of its Effective Date. No Award shall be
made pursuant to the Plan after its termination date, but Awards made prior to
the termination date may extend beyond that date.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have
these meanings:
Section 2.1 "Award" means, individually or collectively, any
Option, SAR, Restricted Stock Award, current Campbell Stock or Performance Unit
Award.
Section 2.2 "Board" means the Board of Directors of the Company.
Section 2.3 "Campbell Group" means the Company and all of its
Subsidiaries on and after the Effective Date.
Section 2.4 "Campbell Stock" means Capital Stock of the Company.
Section 2.5 "Capital and Income Retained in the Business" means
capital and income, retained in the business of the Campbell Group as reported
to the Company on a consolidated basis by its independent public accountants.
Section 2.6 "Code" means the Internal Revenue Code of 1986, as
amended.
Section 2.7 "Committee" means those members, not to be less than
three, of the Compensation Committee of the Board who, at the time of service
on the Committee hereunder, are, and at all times within one year prior thereto
shall have been, not eligible for selection as persons to whom Awards may be
made or to whom Options may be granted pursuant to the Plan or any other plan
of the Campbell Group, except for non-discretionary Awards pursuant to Article
XI.
Section 2.8 "Company" means Campbell Soup Company and its
successors and assigns.
Section 2.9 "Deferred Award Account" means an account established
for a Participant under Section 8.1(a).
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Section 2.10 "Effective Date" means the date on which the Plan is
approved by the stockholders of the Company, as provided in Section 1.2.
Section 2.11 "Fair Market Value" means, as of any specified date,
an amount equal to the highest of the following:
(i) the mean between the reported high and low
prices of Campbell Stock on the New York Stock Exchange composite
tape on the specified date;
(ii) the mean between the reported high and low
prices of Campbell Stock on the New York Stock Exchange composite
tape on the market day preceding the specified date;
(iii) the five-day average mean between the reported
high and low prices of Campbell Stock on the New York Stock
Exchange composite tape during the five market days immediately
preceding the specified date.
Section 2.12 "Fiscal Year" means the fiscal year of the Company,
which is the 52- or 53-week period ending on the Sunday closest to July 31.
Section 2.13 "Incentive Stock Option" means an option within the
meaning of Section 422A of the Code.
Section 2.14 "Income before Taxes on Income" means income before
taxes on income of the Campbell Group as reported to the Company on a
consolidated basis by its independent public accountants.
Section 2.15 "Key Employee" means an employee of the Campbell
Group who occupies a responsible executive, professional, or administrative
position and who has the capacity to contribute to the success of the Campbell
Group.
Section 2.16 "Market Price" means the price of the closing sale
(or last bid on a day when no sale occurs) of Campbell Stock on the New York
Stock Exchange composite tape.
Section 2.17 "Nonqualified Stock Option" means an Option granted
under the Plan other than an Incentive Stock Option.
Section 2.18 "Option" means both a Nonqualified Stock Option and
an Incentive Stock option to purchase Campbell Stock.
Section 2.19 "Option Price" means the price at which Campbell
Stock may be purchased under an Option as provided in Section 5.4.
Section 2.20 "Participant" means a Key Employee or a non-employee
director to whom an Award has been made under the Plan.
Section 2.21 "Performance Period" means a period of time over
which a Participant's performance is measured under Section 7.2.
Section 2.22 "Performance Unit" means the unit of measure
determined under Article VII by which is expressed the value of a Performance
Unit Award.
Section 2.23 "Performance Unit Award" means an Award granted under
Article VII.
Section 2.24 "Performance Unit Agreement" means an agreement
entered into between a Participant and the Company under Section 7.8.
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Section 2.25 "Personal Representative" means the person or persons
who, upon the death, disability, or incompetency of a Participant, shall have
acquired, by will or by the laws of descent and distribution or by other legal
proceedings, the right to exercise an Option or the right to any Restricted
Stock Award or Performance Unit Award theretofore granted or made to such
Participant.
Section 2.26 "Plan" means Campbell Soup Company 1984 Long-Term
Incentive Plan.
Section 2.27 "Restricted Stock" means Campbell Stock subject to
the terms and conditions provided in Article VI.
Section 2.28 "Restricted Stock Award" means an Award granted under
Article VI.
Section 2.29 "Restriction Period" means a period of time
determined under Section 6.2 during which Restricted Stock is subject to the
terms and conditions provided in Section 6.3.
Section 2.30 "S & P Index" means the daily stock price index for
industrial companies as published by Standard & Poor's Corporation.
Section 2.31 "S & P Units" means cash measured by the S & P Index.
Section 2.32 "SAR" means a stock appreciation right granted under
Section 5.8.
Section 2.33 "Stock Option Agreement" means an agreement entered
into between a Participant and the Company under Section 5.3.
Section 2.34 "Subsidiary" means a corporation, domestic or
foreign, the majority of the voting stock of which is owned directly or
indirectly by the Company.
ARTICLE III
ADMINISTRATION
Section 3.1 Committee to Administer. The Plan shall be
administered by the Committee. The Committee shall have full power and
authority to interpret and administer the Plan and to establish and amend rules
and regulations for its administration. The Committee's decisions shall be
final and conclusive with respect to the interpretation of the Plan and any
Award made under it.
A majority of the members of the Committee shall constitute a
quorum for the conduct of business at any meeting. The Committee shall act by
majority vote of the members present at a duly convened meeting, which may
include a meeting by conference telephone call held in accordance with
applicable law. Action may be taken without a meeting if written consent
thereto is given in accordance with applicable law.
Section 3.2 Powers of Committee. (a) Subject to the provisions of
the Plan, the Committee shall have authority, in its discretion, to determine
those Key Employees who shall receive an Award, the time or times when such
Award shall be made, and the type of Award to be granted, whether an Incentive
Stock Option or a Nonqualified Stock Option shall be granted, the number of
shares to be subject to each Option and Restricted Stock Award, and the value
of each Performance Unit.
(b) An Option, an SAR, a Restricted Stock Award, an unrestricted
Campbell Stock Award, or a Performance Unit Award may be granted by the
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Committee to a Key Employee who is a Director of the Company only if approved
by the Board. A Director shall not participate in a vote approving a grant to
himself or herself of an Option, an SAR, a Restricted Stock Award, an
unrestricted Campbell Stock Award, or a Performance Unit Award.
(c) The Committee shall determine the terms, restrictions, and
provisions of the agreement relating to each Award, including such terms,
restrictions, and provisions as shall be necessary to cause certain options to
qualify as Incentive Stock Options. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
agreement relating to an Award, in such manner and to the extent the Committee
shall determine in order to carry out the purposes of the Plan. The Committee
may, in its discretion, accelerate (i) the date on which any Option or SAR may
be exercised, (ii) the date of termination of the restrictions applicable to a
Restricted Stock Award, or (iii) the end of a Performance Period under a
Performance Unit Award, if the Committee determines that to do so will be in
the best interests of the Company and the Participants in the Plan.
ARTICLE IV
AWARDS
Section 4.1 Awards. Awards under the Plan shall consist of
Incentive Stock Options, Nonqualified Stock Options, SARs, Restricted Stock,
unrestricted Campbell Stock and Performance Units. All Awards shall be subject
to the terms and conditions of the Plan and to such other terms and conditions
consistent with the Plan as the Committee deems appropriate. Awards under a
particular section of the Plan need not be uniform and Awards under two or more
sections may be combined in one agreement. Any combination of Awards may be
granted at one time and on more than one occasion to the same Key Employee.
Section 4.2 Eligibility For Awards. An Award may be made to any
Key Employee selected by the Committee. In making this selection and in
determining the form and amount of the Award, the Committee may give
consideration to the functions and responsibilities of the respective Key
Employee, his or her present and potential contributions to the success of the
Campbell Group, the value of his or her services to the Campbell Group, and
such other factors deemed relevant by the Committee. Non-employee directors
are eligible to receive non-discretionary Awards of current Campbell Stock
pursuant to Article XI.
Section 4.3 Shares Available Under the Plan. The Campbell Stock
to be offered under the Plan pursuant to Options, SARs, Performance Unit
Awards, and Restricted Stock and unrestricted Campbell Stock Awards must be
Campbell Stock previously issued and outstanding and reacquired by the Company.
Subject to adjustment under Section 9.2, no more than 12,000,000 shares of
Campbell Stock shall be issuable upon exercise of Options, SARs, or pursuant to
Performance Unit Awards, Restricted Stock or unrestricted Campbell Stock Awards
granted under the Plan. Any shares of Campbell Stock subject to an Option
which for any reason is cancelled (excluding shares subject to an Option
cancelled upon the exercise of a related SAR) or terminated without having been
exercised, or any shares of Restricted Stock which are forfeited, shall again
be available for Awards under the Plan. Shares subject to an Option cancelled
upon the exercise of an SAR shall not again be available for Awards under the
Plan.
Section 4.4 Limitation on Performance Unit Awards. For each
fiscal year included in a Performance Period, the maximum aggregate dollar
value of the Performance Units awarded to any Key Employee with respect to such
Performance Period may not exceed 75% of his or her annual salary at the time
such Performance Units are awarded.
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ARTICLE V
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
Section 5.1 Award of Stock Options. The Committee may, from time
to time, subject to Section 3.2(b) and other provisions of the Plan and such
terms and conditions as the Committee may prescribe, award Incentive Stock
Options and Nonqualified Stock Options to any Key Employee. Awards of
Incentive Stock Options and Nonqualified Stock Options may be separate and not
in tandem.
Section 5.2 Period of Option. (a) Unless otherwise provided in
the related Stock Option Agreement, an Option granted under the Plan shall be
exercisable only after twelve months have elapsed from the date of grant.
After the twelve-month waiting period, the Option may be exercised at any time
during the term of the Option, in whole or in installments, as specified in the
related Stock Option Agreement. Subject to Section 5.6, the duration of each
Option shall not be more than ten years from the date of grant.
(b) Except as provided in Section 5.6, an Option may not be
exercised by a Participant unless such Participant is then, and continually
(except for sick leave, military service, or other approved leave of absence)
after the grant of the Option has been, an employee of the Campbell Group.
Section 5.3 Stock Option Agreement. Each Option shall be
evidenced by a Stock Option Agreement, in such form and containing such
provisions not inconsistent with the provisions of the Plan as the Committee
from time to time shall approve.
Section 5.4 Option Price, Exercise and Payment. The Option Price
of Campbell Stock under each Option shall be determined by the Committee but
shall be a price not less than 100 percent of the Fair Market Value of Campbell
Stock at the date such Option is granted, as determined by the Committee.
Options may be exercised from time to time by giving written notice
to the Treasurer of the Company, specifying the number of shares to be
purchased. No Option may be exercised for less than 40 shares unless the issue
of a lesser number is enough to exhaust the Option. The notice of exercise
shall be accompanied by payment in full of the Option Price in cash or its
equivalent, provided, however, that if the Committee, in its discretion, so
provides in the related Stock Option Agreement, the Option Price may be paid in
whole or in part through the transfer to the Company of shares of Campbell
Stock previously acquired by the Participant, provided the shares so
transferred have been held by the Participant for a period of more than one
year and, further provided, that no Restricted Stock may be transferred as
payment of the Option Price. In the event such Option Price is paid in whole
or in part, with shares of Campbell Stock, the portion of the Option Price so
paid shall be equal to the value, as of the date of exercise of the Option, of
such shares. The value of such shares shall be equal to the number of such
shares multiplied by the average of the high and low sales prices of Campbell
Stock quoted on the New York Stock Exchange composite tape on the trading day
coincident with the date of exercise of such Option (or the immediately
preceding trading day if the date of exercise is not a trading day). Such
shares must be delivered (along with the portion to be paid in cash) within
five days after the date of exercise. If the Participant fails to pay the
Option Price within such five-day period, the Committee shall have the right to
take whatever action it deems appropriate, including voiding the exercise of
the Option. The Company shall not issue or transfer Campbell Stock upon
exercise of an Option until the Option Price is fully paid. If the related
Stock Option Agreement so provides, the Participant may satisfy any amounts
required to be withheld by the Company under applicable federal, state and
local tax laws in effect from time to time, by electing to have the Company
withhold a portion of the shares of Campbell Stock to be delivered for
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the payment of such taxes on such terms and conditions as the Stock Option
Agreement specifies.
Section 5.5 Limitations on Incentive Stock Options. (a)(1) For
Incentive Stock Options granted prior to January 1, 1987, the aggregate Fair
Market Value (determined as of the time such Option is granted) of Campbell
Stock for which a Key Employee may be granted Incentive Stock Options in any
calendar year (under all plans of the Company, its parent, and Subsidiaries
which provide for the granting of Incentive Stock Options) shall not exceed
$100,000, plus any unused limit carryover (as provided by Section 422A(c)(4) of
the Code, prior to its amendment by Pub. L. No. 99-514) to such year. If
$100,000 exceeds the aggregate Fair Market Value (determined as of the time the
Option is granted) of the Campbell Stock for which a Key Employee is granted
Incentive Stock Options in any calendar year (under all plans of the Company,
its parent, and Subsidiaries which provide for the granting of Incentive Stock
Options) one-half of such excess shall be an unused limit carryover to each of
the three succeeding calendar years.
(a)(2) For Incentive Stock Options granted after December 31, 1986,
there is no annual dollar limit on the amount of Incentive Stock Options which
may be granted to a Key Employee, but there is a $100,000 per Key Employee
limit on the Fair Market Value of stock covered by such Options (determined at
the time the Option is granted) that are exercisable by a Key Employee in any
one calendar year.
(b)(1) Each Incentive Stock Option granted prior to January 1,
1987, shall not be exercisable while there is outstanding any Incentive Stock
Option that was previously granted to the Participant by the Company, its
parent, or a Subsidiary (determined as of the time such Option was granted) or
a predecessor of any of such corporations. An Incentive Stock Option shall be
treated as outstanding for this purpose until it is deemed exercised in full or
expires by reason of lapse of time.
(b)(2) For Incentive Stock Options granted after December 31, 1986,
the rules set forth in Section 5.5(b)(1) above, (pertaining to the requirement
that Incentive Stock Options granted prior to January 1, 1987, be exercised in
the order granted), are not applicable.
(c) An Incentive Stock Option shall not be awarded to any Key
Employee who, at the time of award, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company or of
any Subsidiary or parent of the Company.
Section 5.6 Termination of Employment. (a) If the employment of a
Participant with the Campbell Group is terminated for reasons other than (i)
death, (ii) discharge for cause, (iii) retirement, or (iv) resignation, the
Participant may exercise an Option at any time within three years after such
termination, to the extent of the number of shares covered by such Option which
were purchasable at the date of such termination; provided, however, that an
Option shall be so exercisable only until the earlier of the expiration of such
three-year period or the expiration date of such Option.
(b) If the employment of a Participant with the Campbell Group is
terminated for cause, any Options of such Participant shall expire and any
rights thereunder shall terminate immediately. Any Option of a Participant
whose service is terminated (i) by retirement may be exercised at any time
within three years of such retirement, or (ii) by resignation may be exercised
at any time within three months of such resignation to the extent that the
number of shares covered by such Option were purchasable at the date of such
resignation, except that an Option shall not be exercisable on any date beyond
the expiration date of such Option.
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(c) Should a Participant die either while in the employ of the
Campbell Group or after termination of such employment (other than discharge
for cause), the Option rights, except Incentive Stock Option Rights, of such
deceased Participant may be exercised by his or her Personal Representative at
any time within three years after the Participant's death to the extent of the
number of shares covered by such Option which were exercisable at the date of
such death, except that an Option shall not be so exercisable on any date
beyond the expiration date of such Option.
If a Participant who was granted a Stock Option should die within
180 days of the expiration date of such Option, and if on the date of death the
Participant was then entitled to exercise such Option, and if the Option
expires without being exercised, the Personal Representative of the Participant
shall receive in settlement a cash payment from the Company of a sum equal to
the amount, if any, by which the Fair Market Value (determined on the
expiration date of the Option) of Campbell Stock subject to the Option exceeds
the Option Price.
Section 5.7 Shareholder Rights and Privileges. A Participant
shall have no rights as a stockholder with respect to any shares of Campbell
Stock covered by an Option until the issuance of a stock certificate to the
Participant representing such shares.
Section 5.8 Award of SARs. (a) At any time prior to six months
before an Option's expiration date, the Committee may award to the Participant
an SAR related to the Option.
(b) The SAR shall represent the right to receive payment of an
amount not greater than the spread, if any, by which the average of the high
and low sales prices of Campbell Stock quoted on the New York Stock Exchange
composite tape on the trading day immediately preceding the date of exercise of
the SAR exceeds the Option Price.
(c) SARs awarded under the Plan shall be evidenced by either the
Stock Option Agreement or a separate agreement between the Company and the
Participant.
(d) An SAR shall be exercisable only at the same time and to the
same extent and subject to the same conditions as the Option related thereto is
exercisable, except that the Committee may prescribe additional conditions and
limitations on the exercise of any SAR. An SAR shall be transferable only when
the related Option is transferable, and under the same conditions. The
exercise of an SAR shall cancel the related Option. SARs may be exercised only
when the value of a share of Campbell Stock subject to the related Option
exceeds the Option Price. Such value shall be determined in the manner
specified in Section 5.8(b).
(e) An SAR shall be exercisable only by written notice to the
Treasurer of the Company and only to the extent that the related Option is
exercisable. However, an SAR shall in no event be exercisable during the first
six months of its term, except in the event of death or disability of the
Participant prior to the expiration of such six-month period.
(f) All SARs shall automatically be exercised on the last trading
day prior to the expiration of the related Option, so long as the value of a
share of Campbell Stock exceeds the Option Price, unless prior to such day the
holder instructs the Treasurer otherwise in writing. Such value shall be
determined in the manner specified in Section 5.8(b).
(g) Payment of the amount to which a Participant is entitled upon
the exercise of an SAR shall be made in cash, Campbell Stock, or partly in
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cash and partly in Campbell Stock. The shares shall be valued in the manner
specified in Section 5.8(b).
(h) At any time when a Participant is, in the judgment of the
Treasurer of the Company, subject with respect to Campbell Stock to Section 16
of the Securities Exchange Act of 1934:
(i) any election by such Participant to receive cash
in whole or in part upon the exercise of such SAR, shall be made
only during the period beginning on the third business day
following the date of release by the Company for publication of any
quarterly or annual summary statement of its sales and earnings and
ending on the twelfth business day following such date of release,
and
(ii) in the event the Committee has not determined
the form in which such SAR will be paid (i.e., cash, shares of
Campbell Stock, or any combination thereof), any election to
exercise such right in whole or in part for cash shall be subject
to the subsequent consent thereto, or disapproval thereof, by the
Committee in its sole discretion.
(i) Each SAR shall expire on a date determined by the Committee at
the time of Award, or, if later, upon the termination of the related Option.
ARTICLE VI
RESTRICTED STOCK
Section 6.1 Award of Restricted Stock. (a) The Committee may make
a Restricted Stock Award to any Participant, subject to this Article VI and to
such other terms and conditions as the Committee may prescribe.
(b) Each certificate for Restricted Stock shall be registered in
the name of the Participant and deposited by him or her, together with a stock
power endorsed in blank, with the Company, unless the Participant has elected
to defer pursuant to Section 8.1.
Section 6.2 Restriction Period. At the time of making a
Restricted Stock Award, the Committee shall establish the Restriction Period
applicable to such Award. The Committee may establish different Restriction
Periods from time to time and each Restricted Stock Award may have a different
Restriction Period, in the discretion of the Committee. Restriction Periods,
when established for each Restricted Stock Award, shall not be changed except
as permitted by Section 6.3.
Section 6.3 Other Terms and Conditions. Campbell Stock, when
awarded pursuant to a Restricted Stock Award, will be represented by a stock
certificate registered in the name of the Participant who receives the
Restricted Stock Award, unless the Participant has elected to defer pursuant to
Section 8.1. Such certificate shall be deposited with the Company as provided
in Section 6.1(b). The Participant shall be entitled to receive dividends
during the Restriction Period and shall have the right to vote such Campbell
Stock and all other shareholder's rights, with the exception that (i) the
Participant will not be entitled to delivery of the stock certificate during
the Restriction Period, (ii) the Company will retain custody of the Campbell
Stock during the Restriction Period, (iii) a breach of a restriction or a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Award will cause a forfeiture of the Restricted Stock Award.
The Committee may, in addition, prescribe additional restrictions, terms, or
conditions upon or to the Restricted Stock Award.
Section 6.4 Restricted Stock Award Agreement. Each Restricted
Stock Award shall be evidenced by a Restricted Stock Award Agreement in such
form and
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containing such terms and conditions not inconsistent with the provisions of
the Plan as the Committee from time to time shall approve. If the Restricted
Stock Award Agreement so provides, the Participant may satisfy any amounts
required to be withheld by the Company under applicable federal, state and
local tax laws in effect from time to time, by electing to have the Company
withhold a portion of the Restricted Stock Award to be delivered for the
payment of such taxes on such terms and conditions as the Restricted Stock
Award Agreement specifies.
Section 6.5 Termination of Employment. The Committee may, in its
sole discretion, establish rules pertaining to the Restricted Stock Award in
the event of termination of employment (by retirement, disability, death, or
otherwise) of a Participant prior to the expiration of the Restriction Period.
Section 6.6 Payment for Restricted Stock. Restricted Stock Awards
may be made by the Committee under which the Participant shall not be required
to make any payment for the Campbell Stock or, in the alternative, under which
the Participant, as a condition to the Restricted Stock Award, shall pay all
(or any lesser amount than all) of the Fair Market Value of the Campbell Stock,
determined as of the date the Restricted Stock Award is made. If the latter,
such purchase price shall be paid in cash as provided in the Restricted Stock
Award Agreement.
ARTICLE VII
AWARD OF PERFORMANCE UNITS
Section 7.1 Award of Performance Units. The Committee may award
Performance Units to any Participant. Each Performance Unit shall represent
the right of a Participant to receive an amount equal to the value of the
Performance Unit, determined in the manner established by the Committee at the
time of Award.
Section 7.2 Performance Period. At the time of each Performance
Unit Award, the Committee shall establish, with respect to each such Award, a
Performance Period over which the performance of the Participant shall be
measured. There may be more than one Award in existence at any one time, and
Performance Periods may differ.
Section 7.3 Performance Measures. (a) Performance Units shall be
awarded to a Participant contingent upon the future performance of the Company
and/or of the Subsidiary, division, or department for which he or she is
employed over the Performance Period, or contingent upon such other performance
measures as the Committee may deem appropriate. The Committee shall establish
the performance measures applicable to the Participant prior to the beginning
of each Performance Period, but such performance measures may be subject to
such later revisions to reflect significant unforeseen events or changes as the
Committee shall deem appropriate.
(b) At the time of each Performance Unit Award, the Committee
shall establish target performance goals to be achieved with the Performance
Period.
Section 7.4 Performance Unit Value. Each Performance Unit shall
have a maximum dollar value established by the Committee at the time of the
Award. The earned value of a Performance Unit will be determined by the
Committee in respect of a Performance Period in relation to the degree of
attainment of target performance. The value of a Performance Unit may, in the
discretion of the Committee, be equal to the Fair Market Value of one share of
Campbell Stock.
Section 7.5 Award Criteria. In determining the number of
Performance Units to be granted to any Participant, the Committee shall take
into account the Participant's responsibility level, performance, potential,
cash compensation
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level, other incentive awards, and such other considerations as it deems
appropriate.
Section 7.6 Payment. (a) Following the end of Performance Period,
a Participant holding Performance Units will be entitled to receive payment of
an amount, not exceeding the maximum value of the Performance Units, based on
the achievement of the performance measures for such Performance Period, as
determined by the Committee.
(b) Payment of Performance Units shall be made in cash, whether
payment is made at the end of the Performance Period or is deferred pursuant to
Section 8.1, except that Performance Units which are valued using Campbell
Stock shall be paid in Campbell Stock. Payment shall be made in a lump sum or
in installments and shall be subject to such other terms and conditions as
shall be determined by the Committee.
Section 7.7 Termination of Employment. (a) A Performance Unit
Award shall terminate for all purposes if the Participant does not remain
continuously in the employ of the Campbell Group at all times during the
applicable Performance Period, except as may otherwise be determined by the
Committee.
(b) In the event that a Participant holding a Performance Unit
ceases to be an employee of the Campbell Group following the end of the
applicable Performance Period but prior to full payment according to the terms
of the Performance Unit Award, payment shall be made in accordance with terms
established by the Committee for the payment of such Performance Unit.
Section 7.8 Performance Unit Agreements. Performance Unit Awards
shall be evidenced by Performance Unit Agreements in such form and containing
such provisions not inconsistent with the provisions of the Plan as the
Committee shall determine.
ARTICLE VIII
DEFERRAL OF PAYMENTS
Section 8.1 Election to Defer. (a) Except with respect to
Restricted Stock which is restricted only by a length of service condition, a
Participant may elect, no later than June 30 of the Fiscal Year preceding the
last Fiscal Year of any Performance Period, to defer until the termination of
his or her employment with the Campbell Group by retirement or otherwise, all
or a portion of any related earned Performance Units or Restricted Stock. With
respect to Restricted Stock which is restricted only by a length of service
condition, a participant may elect, no later than 180 days before the
expiration of the length of service condition (or within such other time period
as may be provided in a Restricted Stock Award Agreement), to defer for a set
number of years (not less than two) or until the termination of his or her
employment with the Campbell Group by retirement or otherwise, all or a portion
of his or her related award. The value of the Performance Units or Restricted
Stock so deferred shall be allocated to a Deferred Award Account established
for the Participant. Participants who are subject to tax in a foreign country
are not eligible to defer payment of Performance Units unless a deferral
election has been approved for the Participant by the Treasurer of the Company.
(b) A Participant's Deferred Award Account for the deferral of
Performance Units shall be credited at the end of the Performance Period with
Campbell Stock, cash, or S & P Units as the Participant shall have elected in
writing at the time of his or her election under Section 8.1(a) above. A
Participant who elects to defer Restricted Stock shall be credited at the time
of election with Campbell Stock in the Participant's Deferred Award Account.
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The Participant's Deferred Award Account shall be an unfunded bookkeeping
account only.
Section 8.2 Deferral Procedures and Measurement of Deferred
Account. The Committee, or the Treasurer of the Company, if designated by the
Committee, shall establish procedures and rules regarding the timing of
deferred elections, the time period for deferral, the maximum number of annual
installment payments, the measurement units for valuing Deferred Accounts,
transfer of the balances in Deferred Accounts among measurement units,
statements of Deferred Accounts, the time and manner of payment of Deferred
Accounts, and other administrative items for Deferred Accounts.
Section 8.3 Payment in the Event of Death. If the Participant
dies (before or after his or her retirement), any portion of his or her
Deferred Award Account then unpaid shall be paid to the beneficiaries named in
the most recent beneficiary designation filed with the Treasurer of the Company
or, in the absence of such designation, paid to, or as directed by, his or her
Personal Representative, in such one or more installments as the Participant
may have elected, in writing, coincident with the election made pursuant to
Section 8.1.
Section 8.4 Financial Hardship. (a) In the event a Participant,
before termination of his or her employment, experiences financial hardship,
the Participant may request, and the Committee in its sole discretion may
grant, a distribution in one lump sum of such portion of the amount credited to
the Participant's Deferred Award Account as is required to relieve such
financial hardship and is not reasonably available from the Participant's other
resources. Such request shall be irrevocable and shall be made at least six
months in advance of the distribution.
(b) In the event a Participant, after termination of his or her
employment, experiences financial hardship, the Participant may request, and
the Committee in its sole discretion may grant, an acceleration of the
Participant's elected number of installments under Section 8.3, to the extent
necessary to relieve such financial hardship.
(c) For purposes of this Section 8.4, a distribution will be on
account of "financial hardship" if the distribution is necessary due to severe
and unanticipated financial hardship caused by an event beyond the control of
the Participant. The Committee, in its sole discretion, shall determine
whether or not a Participant has experienced "financial hardship" within the
meaning of this Section 8.4.
Section 8.5 Conditions of Payment of Deferred Award Accounts.
Prior to a Change in Control (as hereinafter defined), a Participant who is
discharged for willful, deliberate or gross misconduct as determined by the
Company shall, unless otherwise determined by the Committee in connection with
the termination of his or her employment, lose any right to receive payment of
his or her Deferred Award Account.
No installment of a Deferred Award Account of a Participant whose
service with the Campbell Group shall have terminated by retirement or
otherwise shall be paid unless, from the time of termination until the time for
such payment or until his or her death, whichever happens first, the
Participant shall have continuously refrained from engaging in any business
directly or indirectly competitive with the Campbell Group. If the Participant
violates this condition, all rights in the unpaid portion of his or her
Deferred Award Account shall be forfeited to the Company. The Committee may
waive this condition, upon the written request of a Participant, if in its sole
judgment the nonfulfillment of the condition will have no substantial adverse
effect upon the Campbell Group. The request shall fully
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describe the proposed competitive activity, and the waiver shall be limited to
the specific competitive activity so described.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Nontransferability. Unless otherwise provided by the
Committee, no option, SAR, share of Restricted Stock, or Performance Unit under
the Plan shall be transferable by the Participant otherwise than by will or, if
the Participant dies intestate, by the laws of descent and distribution. All
Awards shall be exercisable or received during the Participant's lifetime only
by such Participant or his Personal Representative. Any transfer contrary to
this Section 9.1 will nullify the Option, SAR, Performance Unit, or share of
Restricted Stock.
Section 9.2 Adjustments Upon Changes in Stock. In case of any
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other changes in the
corporate structure or shares of the Company, appropriate adjustments may be
made by the Committee (or if the Company is not the surviving corporation in
any such transaction, the board of directors of the surviving corporation) in
the aggregate number and kind of shares subject to the Plan, and the number and
kind of shares and the price per share subject to outstanding Options or which
may be issued under outstanding Restricted Stock Awards or pursuant to
unrestricted Campbell Stock Awards. Appropriate adjustments may also be made
by the Committee in the terms of any Awards under the Plan, subject to Article
XI, to reflect such changes and to modify any other terms of outstanding Awards
on an equitable basis, including modifications of performance goals and changes
in the length of Performance Periods.
Section 9.3 Amendment, Suspension, and Termination of Plan. (a)
The Board may suspend or terminate the Plan or any portion thereof at any time,
and may amend, subject to Section 11.6, the Plan from time to time in such
respects as the Board may deem advisable in order that any Awards thereunder
shall conform to any change in applicable laws or regulations or in any other
respect the Board may deem to be in the best interests of the Company;
provided, however, that no such amendment shall, without stockholder approval,
(i) except as provided in Section 9.2, increase the number of shares of
Campbell Stock which may be issued under the Plan, (ii) modify the requirements
as to eligibility for participation in the Plan, (iii) materially increase the
benefits accruing to Participants under the Plan, (iv) make any other change
that would disqualify the Plan for purposes of the exemption provided by Rule
16b-3(c)(2) of the Securities and Exchange Commission, (v) reduce the Option
Price below the Fair Market Value of Campbell Stock on the day the Option is
awarded, (vi) permit the award of SARs other than in tandem with an Option,
(vii) permit the exercise of an SAR during the first six months of its term
except as otherwise provided herein, (viii) permit the exercise of an Option or
SAR without surrender of the related SAR or Option, or (ix) extend the
termination date of the Plan. No such amendment, suspension, or termination
shall alter or impair any outstanding Options, SARs, shares of Restricted
Stock, or Performance Units without the consent of the Participant affected
thereby.
(b) With the consent of the Participant affected thereby, the
Committee may amend or modify any outstanding Options. Restricted Stock
Awards, or Performance Unit Awards in any manner to the extent that the
Committee would have had the authority under the Plan initially to award such
Options, SARs, Restricted Stock Awards, or Performance Unit Awards as so
modified or amended, including without limitation, to change the date or dates
as of which such Options or SARs may be exercised, to remove the restrictions
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on shares of Restricted Stock, or to modify the manner in which Performance
Units are determined and paid.
Section 9.4 Nonuniform Determinations. The Committee's
determinations under the Plan, including without limitation, (i) the
determination of the Key Employees to receive Awards, (ii) the form, amount,
and timing of such Awards, (iii) the terms and provisions of such Awards and
(iv) the agreements evidencing the same, need not be uniform and may be made by
it selectively among Key Employees who receive, or who are eligible to receive,
Awards under the Plan, whether or not such Key Employees are similarly
situated. This Section 9.4 shall not apply to current Campbell Stock Awards to
non-employee directors which shall be uniform and non-discretionary in
accordance with Article XI.
Section 9.5 General Restriction. Each Award under the Plan shall
be subject to the condition that, if at any time the Committee shall determine
that (i) the listing, registration, or qualification of the shares of Campbell
Stock subject or related thereto upon any securities exchange or under any
state or federal law (ii) the consent or approval of any government or
regulatory body, or (iii) an agreement by the Participant with respect thereto,
is necessary or desirable, then such Award shall not become exercisable in
whole or in part unless such listing, registration, qualification, consent,
approval, or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
Section 9.6 No Right To Employment. Neither the action of the
Company in establishing the Plan, nor any action taken by it or by the Board or
the Committee under the Plan, nor any provision of the Plan, shall be construed
as giving to any person the right to be retained in the employ of the Company
or any Subsidiary.
ARTICLE X
CHANGE IN CONTROL OF THE COMPANY
Section 10.1 Contrary Provisions. Notwithstanding anything
contained in the Plan to the contrary, the provisions of this Article X shall
govern and supersede any inconsistent terms or provisions of the Plan.
Section 10.2 Definitions.
Change in Control. For purposes of the Plan "Change in Control"
shall mean any of the following events: (a) The acquisition in one or more
transactions by any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) of "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding voting securities (the
"Voting Securities"), provided, however, that for purposes of this Section
10.2(a), the Voting Securities acquired directly from the Company by any Person
shall be excluded from the determination of such Person's Beneficial Ownership
of Voting Securities (but such Voting Securities shall be included in the
calculation of the total number of Voting Securities then outstanding); or
(b) The individuals who, as of January 25, 1990, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or nomination
for election by the Company's stockholders, of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new director shall,
for purposes of the Plan, be considered as a member of the Incumbent Board; or
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(c) Approval by stockholders of the Company of (1) a merger or
consolidation involving the Company if the stockholders of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than eighty
percent (80%) of the combined voting power of the outstanding voting securities
of the corporation resulting from such merger or consolidation in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger or consolidation or (2) a complete liquidation or
dissolution of the Company or an agreement for the sale or other disposition of
all or substantially all of the assets of the Company; or
(d) Acceptance of stockholders of the Company of shares in a share
exchange if the stockholders of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such share
exchange, more than eighty percent (80%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting
Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because twenty-five percent (25%) or more of the then
outstanding Voting Securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries, (ii) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the stockholders
of the Company in the same proportion as their ownership of stock in the
Company immediately prior to such acquisition, (iii) any "Grandfathered
Dorrance Family Stockholder" (as hereinafter defined) or (iv) any Person who
has acquired such Voting Securities directly from any Grandfathered Dorrance
Family Stockholder but only if such Person has executed an agreement which is
approved by two-thirds of the Board and pursuant to which such Person has
agreed that he (or they) will not increase his (or their) Beneficial Ownership
(directly or indirectly) to 30% or more of the outstanding Voting Securities
(the "Standstill Agreement") and only for the period during which the
Standstill Agreement is effective and fully honored by such Person. For
purposes of this Section, "Grandfathered Dorrance Family Stockholder" shall
mean at any time a "Dorrance Family Stockholder" (as hereinafter defined) who
or which is at the time in question the Beneficial Owner solely of (v) Voting
Securities Beneficially Owned by such individual on January 25, 1990, (w)
Voting Securities acquired directly from the Company, (x) Voting Securities
acquired directly from another Grandfathered Dorrance Family Stockholder, (y)
Voting Securities which are also Beneficially Owned by other Grandfathered
Dorrance Family Stockholders at the time in question, and (z) Voting Securities
acquired after January 25, 1990 other than directly from the Company or from
another Grandfathered Dorrance Family Stockholder by any "Dorrance Grandchild"
(as hereinafter defined) provided that the aggregate amount of Voting
Securities so acquired by each such Dorrance Grandchild shall not exceed five
percent (5%) of the Voting Securities outstanding at the time of such
acquisition. A "Dorrance Family Stockholder" who or which is at the time in
question the Beneficial Owner of Voting Securities which are not specified in
clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall
not be a Grandfathered Dorrance Family Stockholder at the time in question.
For purposes of this Section, "Dorrance Family Stockholders" shall mean
individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or
the spouses, fiduciaries and foundations of such descendants. A "Dorrance
Grandchild" means as to each particular grandchild of the late Dr. John T.
Dorrance, Sr., all of the following taken collectively: such grandchild, such
grandchild's descendants and/or the spouses, fiduciaries and foundations of
such grandchild and such grandchild's descendants.
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Moreover, notwithstanding the foregoing, (i) a Change in Control
shall not be deemed to occur solely because any Person (the "Subject Person")
acquired Beneficial Ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Person, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company, and after such share acquisition by the Company, the
Subject Person becomes the Beneficial Owner of any additional Voting Securities
which increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur
and (ii) a Change in Control described in Section 10.2(a) with respect to any
Participant shall not be deemed to occur by reason of the Participant's
acquisition of Beneficial Ownership (including the acquisition of Beneficial
Ownership by a group of which the Participant is a member) with respect to any
transaction on which the Participant would rely on Rule 16b-3(e) promulgated
under the Exchange Act.
Cause. For purposes of the Plan the term, "Cause" shall mean the
termination of a Participant's employment by reason of his or her (a)
conviction of a felony or (b) engaging in conduct which constitutes willful
gross misconduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise. No act, nor failure to act, on the Employee's part,
shall be considered "willful" unless he or she has acted, or failed to act,
with an absence of good faith and without a reasonable belief that his or her
action or failure to act was in the best interest of the Company.
Section 10.3 "Adjusted Fair Market Value" means, in the event of a
Change in Control, the greater of (a) the highest price per share of Campbell
Stock paid to holders of the shares of Campbell Stock in any transaction (or
series of transactions) constituting or resulting in a Change in Control or (b)
the highest Fair Market Value of a share of Campbell Stock during the ninety
(90) day period ending on the date of a Change in Control.
Section 10.4 Upon a Change in Control, (a) all Options and SARs
outstanding on the date of such Change in Control (other than any Options or
SARs granted to David W. Johnson) shall become immediately and fully
exercisable and (b) any Participant who may be subject to liability under
Section 16(b) of Securities Exchange Act of 1934, as amended, (other than any
Options or SARs granted to David W. Johnson) will be permitted to surrender for
cancellation for a period of sixty (60) days commencing after the later of such
Change in Control or the expiration of six months from the date of grant, any
Option or SAR (or portion of an Option or SAR), other than an Incentive Stock
Option granted prior to January 25, 1990, to the extent not yet exercised and
the Participant will be entitled to receive a cash payment in an amount equal
to the excess, if any, in respect of each Option or SAR surrendered, (1)(i)
except as described in clause (ii) below, the greater of (x) the Fair Market
Value, on the date preceding the date of surrender of the shares subject to the
Option or SAR (or portion thereof) surrendered or (y) the Adjusted Fair Market
Value of the Shares subject to the Option or SAR (or portion thereof)
surrendered or (ii) in the case of an Incentive Stock Option or an SAR issued
in connection with an Incentive Stock Option, the Fair Market Value, on the
date preceding the date of surrender, of the Shares subject to the Option or
SAR (or portion thereof) surrendered, over (2) the aggregate purchase price for
such Shares under the Option or SAR.
Section 10.5 Upon a Change in Control, all restrictions upon any
shares of Restricted Stock (other than Restricted Stock which is subject to
performance related restrictions ("Performance Restricted Stock") and
Restricted Stock granted to David W. Johnson) shall lapse immediately and all
such shares shall
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become fully vested in the Participant and shall promptly be delivered to the
Participant.
Section 10.6 (a) Upon a Change in Control, the Participant (other
than David W. Johnson) shall (1) become vested in, and restrictions shall lapse
on, the greater of (i) fifty percent (50%) of the Performance Restricted Stock
or Performance Units or (ii) a pro rata portion of such Performance Restricted
Campbell Stock based on the portion of the Performance Period that has elapsed
to the date of the Change in Control and the aggregate vesting percentage
determined pursuant to this clause (ii) shall be applied to vesting first such
awards granted the farthest in time preceding the Change in Control (the
"Vested Performance Awards") and (2) be entitled to receive (A) in respect of
all Performance Units which become vested as a result of a Change in Control, a
cash payment within thirty (30) days after such Change in Control equal to the
product of the then current value of a Performance Unit multiplied by the
number of Performance Units which become vested in accordance with this Section
10.6 and (B) in respect of all shares of Performance Restricted Stock which
become vested as a result of a Change in Control, the prompt delivery of such
shares.
(b) With respect to any shares of Performance Restricted Stock or
Performance Units which do not become vested pursuant to Section 10.6(a) (the
"Continuing Awards"), such shares or units (or the proceeds thereof) shall
continue to be outstanding for the remainder of the applicable Performance
Period (as if such shares or units were the only shares or units granted in
respect of each such Performance Period) and subject to the applicable Award
Criteria as modified below.
Section 10.7 Deferred Awards Accounts. (a) Upon a Change in
Control, each share of Campbell Stock credited to a Participant's Deferred
Award Account shall be converted into cash in an amount equal to the greater of
(a) the Fair Market Value per share of the Campbell Stock or (b) Adjusted Fair
Market Value and shall thereafter be credited with interest as provided in
Section 8.2(b) of Article VIII.
(b) Upon a Participant's termination of employment by the
Participant or by his or her employer for any reason (other than for Cause)
within two years following a Change in Control, the Company shall pay in a lump
sum cash payment the value of his or her Deferred Award Account (together with
any interest accrued thereon to the date of payment).
Section 10.8 Amendment or Termination. (a) This Article X shall
not be amended or terminated at any time if any such amendment or termination
would adversely affect the rights of any Participant under the Plan.
(b) For a period of twenty-four (24) months following a Change in
Control, the Plan shall not be terminated (unless replaced by a comparable
long-term incentive plan) and during such period the Plan (or such replacement
plan) shall be administered in a manner such that Participants will be provided
with long-term incentive awards producing reward opportunities generally
comparable to those provided prior to the Change in Control. Any amendment or
termination of the Plan prior to a Change in Control which (1) was at the
request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (2) otherwise arose in
connection with or in anticipation of a Change in Control, shall be null and
void and shall have no effect whatsoever.
(c) Following a Change in Control, the Plan shall be amended as
necessary to make appropriate adjustments to the Award Criteria for the
Continuing Awards for (a) any negative effect that the costs and expenses
incurred by the Company and its Subsidiaries in connection with the Change in
Control may have on the achievement of performance goals under the Plan and (b)
any changes to the Company and/or its Subsidiaries (including, but not
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limited to, changes in corporate structure, capitalization and increased
interest expense as a result of the incurrence or assumption by the Company of
acquisition indebtedness) following the Change in Control so as to preserve the
reward opportunities and Award Criteria for comparable performance under the
Plan as in effect on the date immediately prior to the Change in Control.
Section 10.9 Trust Arrangement. All benefits under the Plan
represent an unsecured promise to pay by the Company. The Plan shall be
unfunded and the benefits hereunder shall be paid only from the general assets
of the Company resulting in the Participants having no greater rights than the
Company's general creditors; provided, however, nothing herein shall prevent or
prohibit the Company from establishing a trust or other arrangement for the
purpose of providing for the payment of the benefits payable under the Plan.
ARTICLE XI
UNRESTRICTED CAMPBELL STOCK AWARDS FOR NON-EMPLOYEE DIRECTORS
Section 11.1 Award of Current Campbell Stock to Non-Employee
Directors. An award of 200 shares of Campbell Stock (based on Company
capitalization on September 23, 1991, and adjusted for any change in such
capital structure pursuant to Section 11.2) shall be made on December 1, 1991,
to each non-employee director who is elected at the Annual Meeting of
Shareowners on November 21, 1991. Thereafter, awards of 200 shares of Campbell
Stock shall be made on December 1 of succeeding years to each non-employee
director who is elected at subsequent Annual Meetings of Shareowners.
Non-employee directors who are not initially elected at an Annual Meeting of
Shareowners shall receive a pro rata portion of 200 shares of Campbell Stock
within 10 business days of his or her election based on the number of months
remaining from date of election until the next Annual Meeting of Shareowners
divided by twelve. Any fractional shares resulting from such calculation shall
be rounded up to the nearest whole number.
Section 11.2 Stock Split, Stock Dividend, or Extraordinary
Distribution. In the event the number of shares of Campbell Stock is increased
at any time after September 23, 1991, by a stock split, by declaration by the
Board of a dividend payable only in shares of such stock, or by any other
extraordinary distribution of shares, the number of shares granted pursuant to
Section 11.1 shall be proportionately adjusted.
Section 11.3 Organizational Changes. In the event a merger,
consolidation, reorganization, or other change in corporate structure which
materially changes the terms or value of the Campbell Stock, the number of
shares granted pursuant to Section 11.1 shall be adjusted in such manner as the
Board in its sole discretion shall determine to be equitable and consistent
with the purposes of this Article XI. Such determination shall be conclusive
for all purposes with respect to the grant made in Section 11.1 Such adjustment
shall comply with the restriction on amendments set forth in Section 11.6
Section 11.4 Election by Non-employee Directors to Receive
Campbell Stock. Each non-employee director may elect to receive all or a
portion (in 10% increments) of the annual cash retainer for Board service and
other cash compensation in shares of Campbell Stock, which will be issued
quarterly. Such election shall be irrevocable and shall be made at least six
months in advance of the date the non-employee director receives the quarterly
payment. Only whole numbers of shares will be issued and any fractional shares
shall be paid in cash. For purposes of computing the number of shares earned
and their taxable value each quarter, the value of each share shall be equal to
the mean between the reported high and low prices of Campbell Stock on the New
York Stock Exchange composite tape on the last business day of the quarter. If
a Participant dies prior to payment of all shares earned, the balance due
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shall be payable in full to the Participant's designated beneficiary under the
Director's Retirement Program, or, if none, to the Participant's estate, in
cash.
Section 11.5 No right to Continuance as a director. Neither the
action of the Company in establishing the Plan, nor the awarding of current
Campbell Stock shall be deemed (i) to create any obligation on the part of the
Board to nominate any director for reelection by the Company's shareowners or
(ii) to be evidence of any agreement or understanding, express or implied, that
the director has a right to continue as a director for any period of time or at
any particular rate of compensation.
Section 11.6 Amendment. The amount, pricing and timing of
unrestricted Campbell Stock Awards set forth in Section 11.1 shall not be
amended (including amendments to reflect adjustments pursuant to Section 11.3)
more than once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder.
ARTICLE XII
UNRESTRICTED CAMPBELL STOCK AWARDS FOR KEY EMPLOYEES
Section 12.1 The Committee may make awards of unrestricted
Campbell Stock to Key Employees in recognition of outstanding achievements or
as a supplemental award for Key Employees who receive Restricted Stock Awards
when Company performance exceeds the established financial goals.
Section 12.2 Each certificate for unrestricted Campbell Stock
shall be registered in the name of the Participant and immediately be delivered
to him or her.
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