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EXHIBIT 10.1
THE McCORMICK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED EFFECTIVE JUNE 19, 2001
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THE McCORMICK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
<Table>
<Caption>
ARTICLE 1 DEFINITIONS PAGE
Section 1.1. Affiliated Group 1
Section 1.2. Board 1
Section 1.3. Code 1
Section 1.4. Committee 1
Section 1.5. Company 1
Section 1.6. Disabled/Disability 1
Section 1.7. Employee 1
Section 1.8. ERISA 2
Section 1.9. Plan 2
Section 1.10. Plan Year 2
Section 1.11. Pension Plan 2
Section 1.12. Trust 2
ARTICLE 2 PURPOSE OF PLAN
Section 2.1. Purpose 2
ARTICLE 3 ELIGIBILITY
Section 3.1. Eligibility 2
ARTICLE 4 BENEFITS
Section 4.1. Amount of Benefit 3
Section 4.2. Form of Benefit Payments 6
Section 4.3. Time of Benefit Payments 7
Section 4.4. Beneficiary in the Event of Death 7
Section 4.5. Source of Benefits 8
Section 4.6. Contributions 8
ARTICLE 5 VESTING
Section 5.1. Nonforfeitability of Benefits 8
Section 5.2. Exceptions 8
</Table>
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THE McCORMICK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
<Table>
<Caption>
ARTICLE 6 ADMINISTRATION PAGE
Section 6.1. Duties of Committee 10
Section 6.2. Finality of Decisions 10
ARTICLE 7 AMENDMENT AND TERMINATION
Section 7.1. Amendment and Termination 11
Section 7.2. Contractual Obligation 11
ARTICLE 8 MISCELLANEOUS
Section 8.1. No Employment Rights 11
Section 8.2. Assignment 11
Section 8.3. Law Applicable 11
</Table>
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THE MCCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
McCormick & Company, Incorporated, a corporation organized under the
laws of the State of Maryland, having established a Supplemental Executive
Retirement Plan for certain of its Employees and those of its subsidiary
companies, hereby amends and restates such plan, effective June 19, 2001, as
follows:
ARTICLE 1
DEFINITIONS
The words and phrases defined hereinafter shall have the following
meaning:
SECTION 1.1. AFFILIATED GROUP. The Company and all subsidiary
corporations which are participating employers under the Pension Plan.
SECTION 1.2. BOARD. The Board of Directors of the Company.
SECTION 1.3. CODE. The Internal Revenue Code of 1986, as amended, or
as it may be amended from time to time.
SECTION 1.4. COMMITTEE. The Compensation Committee or the Executive
Committee of the Board of Directors of the Company, as the case may be. The
Compensation Committee of the Board reviews and approves the participation and
benefits for the Chief Executive Officer, other members of the Executive
Committee and any other executives listed in the Company's proxy as one of the
five highest paid executives. The Executive Committee reviews and approves the
participation and benefits for all other executives.
SECTION 1.5. COMPANY. McCormick & Company, Incorporated.
SECTION 1.6. DISABLED/DISABILITY. Totally and/or Totally and
Permanently Disabled as defined in the Pension Plan.
SECTION 1.7. EMPLOYEE. A participant in the Pension Plan who is
employed by one or more members of the Affiliated Group.
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SECTION 1.8. ERISA. The Employee Retirement Income Security Act of
1974, as amended.
SECTION 1.9. PLAN. The McCormick Supplemental Executive Retirement
Plan, as amended and restated as of June 19, 2001.
SECTION 1.10. PLAN YEAR. A 12-month period commencing December 1 and
ending November 30 of the next calendar year.
SECTION 1.11. PENSION PLAN. The McCormick Pension Plan.
SECTION 1.12. TRUST. The McCormick Supplemental Executive Retirement
Trust or such other trust as may be established by a member of the Affiliated
Group to fund benefits under this Plan. The Plan, notwithstanding the creation
of the Trust, is intended to be unfunded for purposes of the Code and Title I of
ERISA.
ARTICLE 2
PURPOSE OF PLAN
SECTION 2.1. PURPOSE. This Plan is designed to provide supplemental
retirement benefits to senior executives in management positions selected by the
Committee. Benefits provided under the Plan are structured to facilitate an
orderly transition within the ranks of senior management and to provide for an
equitable retirement benefit for such individuals consistent with competitive
conditions in the marketplace. Such benefits may be payable out of the Trust or
such other trust as may be established by a member of the Affiliated Group, or
may be payable from the general assets of the Company.
ARTICLE 3
ELIGIBILITY
SECTION 3.1. ELIGIBILITY. Any Employee shall be eligible for coverage
under this Plan if such Employee is a senior executive in a management position
selected to participate in the Plan by the Committee. In selecting an Employee
for coverage under the Plan, the Committee shall specify whether the amount of
the Employee's benefit under the Plan shall be the amount provided in Section
4.1(a), Section 4.1(b), Section 4.1(c), Section 4.1(d), or Section 4.1(e) of the
Plan and such selection shall be evidenced by one of the individual contracts
referenced in Section 7.2.
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ARTICLE 4
BENEFITS
SECTION 4.1. AMOUNT OF BENEFIT. Each Employee eligible for coverage
under the Plan who shall retire on or after the attainment of age 55 shall
receive a monthly benefit payable for the life of the Employee. Except as
otherwise provided in Section 4.4, the payment of benefits under the Plan shall
be conditioned upon the Company's receipt of the Employee's application for
retirement benefits under the Pension Plan. The monthly benefit payable under
the Plan shall be calculated as follows:
(a) "Supplemental Retirement Plan" Benefit. For an Employee who
has been selected by the Committee to receive benefits
provided by this Section 4.1(a), the benefit shall be equal to
the amount described in subparagraph (1) minus the amount
described in subparagraph (2):
(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, disregarding the limitations of Section 415
of the Code as implemented in Appendix I of the
Pension Plan and the limitation of Section 401(a)(17)
of the Code as it may be implemented in the Pension
Plan, calculated as if he were retiring at an
adjusted retirement age. This adjusted retirement age
will be the Employee's actual attained age at
retirement increased by one month for each month of
service after age 55 during which the Employee
participated in the Plan. However, the adjusted
retirement age cannot be greater than 65. The
Employee will continue to accrue credited service
during any period of time he or she is Disabled. In
the benefit calculation, credited service and average
monthly earnings will be determined to the adjusted
retirement age, assuming that the Employee's rate of
pay in effect on his date of retirement had remained
in effect until his adjusted retirement age.
Furthermore, average monthly earnings shall include
90% of 1/12th of the average of the five highest
annual bonuses payable to the Employee for any five
of the ten calendar years immediately prior to his
termination of employment; if the Employee is on
Disability at the time of retirement under the
Pension Plan, the annual bonuses considered shall be
the five highest annual bonuses payable to the
Employee for any five of the ten calendar years
immediately prior to the Disability;
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(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment.
(b) "Executive Retirement Plan" Benefit. For an Employee who has
been selected by the Committee to receive benefits provided by
this Section 4.1(b), the benefit shall be equal to the amount
described in subparagraph (1) minus the amount described in
subparagraph (2):
(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, disregarding the limitations of Section 415
of the Code as implemented in Appendix I of the
Pension Plan and the limitation of Section 401(a)(17)
of the Code as it may be implemented in the Pension
Plan, if average monthly earnings had included 90% of
1/12th of the average of the five highest annual
bonuses payable to the Employee for any five of the
ten calendar years immediately prior to his
termination of employment; if the Employee is on
Disability at the time of retirement under the
Pension Plan, the annual bonuses considered shall be
the five highest annual bonuses payable to the
Employee for any five of the ten calendar years
immediately prior to the Disability;
(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment.
(c) "Foreign Service Retirement" Benefit "A". For an Employee
who has been selected by the Committee to receive benefits
provided by this Section 4.1(c), and so long as such
Employee (i) at the time of his or her retirement is working
in the United States for the Company or a subsidiary or
affiliate of the Company that participates in the Pension
Plan, and (ii) has worked in the United States for at least
three years at the Company or a subsidiary or affiliate of
the Company that participates in the Pension Plan, the
benefit shall be equal to the amount described in
subparagraph (1) minus the amounts described in subparagraphs
(2) and (3):
(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, including in such calculation all periods of
service by the Employee with any subsidiary or
affiliate of the Company located outside the United
States, and disregarding the limitations of Section
415 of the Code as implemented in Appendix I of the
Pension Plan and the limitation of Section 401(a)(17)
of the Code as it may be implemented in the Pension
Plan, if his
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benefit were calculated as if he were retiring at an
adjusted retirement age. This adjusted retirement age
will be the Employee's actual attained age at
retirement increased by one month for each month of
service after age 55 during which the Employee
participated in the Plan. However, the adjusted
retirement age cannot be greater than 65. The
Employee will continue to accrue credited service
during the period of time he or she is Disabled. In
the benefit calculation, credited service and average
monthly earnings will be determined to the adjusted
retirement age, assuming that the Employee's rate of
pay in effect on his date of retirement had remained
in effect until the adjusted retirement age.
Furthermore, average monthly earnings shall include
90% of 1/12th of the average of the five highest
annual bonuses payable to the Employee for any five
of the ten calendar years immediately prior to his
termination of employment; if the Employee is on
Disability at the time of retirement under the
Pension Plan, the annual bonuses considered shall be
the five highest annual bonuses payable to the
Employee for any five of the ten calendar years
immediately prior to the Disability;
(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment;
(3) The benefit actually provided by any pension or
retirement plan provided by a subsidiary or affiliate
of the Company located outside the United States
which formerly employed the Employee.
(d) "Foreign Service Retirement" Benefit "B": For an Employee who
has been selected by the Committee to receive benefits
provided by this Section 4.1(d), and so long as such Employee
(i) at the time of his or her retirement is working in the
United States for the Company or a subsidiary or affiliate of
the Company that participates in the Pension Plan, and
(ii) has worked in the United States for at least three years
at the Company or at a subsidiary or affiliate of the Company
that participates in the Pension Plan, the benefit shall be
equal to the amount described in subparagraph (1) minus the
amounts described in subparagraphs (2) and (3):
(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, including in such calculation all periods of
service by the Employee with any subsidiary or
affiliate of the Company located outside the United
States, and disregarding the limitations of
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Section 415 of the Code as implemented in Appendix I
of the Pension Plan and the limitation of Section
401(a)(17) of the Code as it may be implemented in
the Pension Plan, if average monthly earnings had
included 90% of 1/12th of the average of the five
highest annual bonuses payable to the Employee for
any five of the ten calendar years immediately prior
to termination of employment; if the Employee is on
Disability at the time of retirement under the
Pension Plan, the annual bonuses considered shall be
the five highest annual bonuses payable to the
Employee for any five of the ten calendar years
immediately prior to the Disability;
(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment;
(3) The benefit actually provided by any pension or
retirement plan provided by a subsidiary or affiliate
of the Company located outside the United States
which formerly employed the Employee.
(e) Special Retirement Supplement. For an Employee who has been
selected by the Committee to receive benefits provided by
this Section 4.1(e), the benefit shall be equal to the
amount described in subparagraph (1) minus the amount
described in subparagraph (2):
(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, disregarding the limitations of Section 415
of the Code as implemented in Appendix I of the
Pension Plan and the limitation of Section 401(a)(17)
of the Code as it may be implemented in the Pension
Plan;
(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment.
(f) For purposes of calculating the Supplemental Retirement Plan
Benefit, the Executive Retirement Plan Benefit, the Foreign
Service Retirement Benefit "A", and the Foreign Service
Retirement Benefit "B" under this Article 4, the term "annual
bonus" shall not include any payment made to an Employee
pursuant to the Company's Mid-Term Incentive Plan.
SECTION 4.2. FORM OF BENEFIT PAYMENTS.
(a) Benefits described in Section 4.1 shall be payable monthly
during the Employee's life.
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(b) Notwithstanding the foregoing, the Committee, with the
consent of the Employee, may change the manner and time of
making the monthly distributions provided in Section 4.1 and
may make such distributions in a lump sum or any other form
of payment which is actuarially equivalent to the single
life form of payment provided in Section 4.2(a). Actuarial
equivalence shall be determined under this Plan by using the
actuarial assumptions that are used for that purpose under
the Pension Plan as in effect when such actuarial equivalence
under this Plan is being determined. Any actuarially
equivalent benefits calculated under this Section shall be
based on the Employee's actual attained age at the time of
the calculation. Further, the Committee in its sole
discretion, may distribute the actuarial equivalent of
benefits due hereunder over a period certain of up to five
(5) years from the date they were otherwise to have
commenced. The form of payment agreed to hereunder need not
be the same as the form of payment used for distributions
from the Pension Plan.
(c) If the Committee shall find that any person to whom any
payment is payable under this Agreement is unable to care
for his affairs because of illness or accident, or is a
minor, any payment due (unless a prior claim therefor shall
have been made by a duly appointed guardian, committee or
other legal representative) may be paid to the spouse, a
child, a parent, or a brother or sister, or to any person
deemed by the Committee to have incurred expense for such
person otherwise entitled to payment, in such manner and
proportions as the Committee may determine. Any such payment
shall be a complete discharge of the liabilities of the
Company under this Plan.
SECTION 4.3. TIME OF BENEFIT PAYMENTS. Benefits described in Section
4.1 shall commence on the first day of the month following the retirement of the
Employee on or after the Employee's attainment of age 55. If the Employee is on
Disability at the time of retirement under the Pension Plan, the benefits
described in Section 4.1 shall commence on the same date that Pension Plan
payments commence.
SECTION 4.4. BENEFICIARY IN THE EVENT OF DEATH. Upon the death of an
Employee eligible for coverage under the Plan prior to termination of
employment, the surviving spouse, if any, shall be paid a benefit for life equal
to 50% of the benefit the Employee would have been entitled to under the Plan
had he retired on the day before his death and had he begun receiving benefits
under the 50% joint and survivor form of payment immediately before his death.
If the Employee dies before age 55, the surviving spouse shall be paid a benefit
commencing on the first of the month following the date on which the Employee
would have become age 55 in an amount equal to 50% of the benefit the
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Employee would have been entitled to under the Plan if he had been age 55 on the
day before his death, but based on his actual years of service as of his date of
death. If death occurs after the Employee's retirement, the benefit will be
based on the form of benefit selected prior to his retirement.
SECTION 4.5. SOURCE OF BENEFITS. Benefits payable under this Plan
shall be paid out of the Trust, or out of the general assets of the Company.
Nothing contained in this Plan and no action taken pursuant to the provisions of
this Plan shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Employee or any other person.
Any funds which may be invested and any assets which may be held to provide
benefits under this Plan shall continue for all purposes to be a part of the
general funds and assets of the Company and no person other than the Company
shall by virtue of the provisions of this Plan have any interest in such funds
and assets. To the extent that any person acquires a right to receive payments
from the Company under this Plan, such rights shall be no greater than the right
of any unsecured general creditor of the Company.
SECTION 4.6. CONTRIBUTIONS. The Company shall make such contributions
as are necessary to maintain the Plan on a sound basis. The Company shall
contribute to the Trust for each Plan Year an amount which the Company
determines is necessary to carry out the funding policy for the Plan.
Contributions for a Plan Year, if required, shall be made as soon as practicable
after the end of the Plan Year.
ARTICLE 5
VESTING
SECTION 5.1. NONFORFEITABILITY OF BENEFITS. The right of the Employee
or any other person to the payment of benefits under this Plan shall be
nonforfeitable (except as otherwise provided herein) as long as the terms and
conditions herein are satisfied.
SECTION 5.2. EXCEPTIONS. Notwithstanding any provision of this Plan to
the contrary:
(a) If an Employee's employment with the Company ceases before age
55 other than as a result of death, a Constructive Discharge
or a discharge by the Company without Cause, then no benefits
will be paid to the Employee under this Plan.
(b) If an Employee's employment with the Company is terminated
before age 55 pursuant to a Constructive Discharge or a
discharge by the Company without Cause, then for purposes of
the Plan and
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the Employee's individual contract with the Company, as
provided for in Section 7.2, regarding his benefits
(collectively, the "Plan Documents"):
(1) The requirement in the Plan Documents that the
Employee must be at least age 55 on the date of
termination of his employment with the Company shall
not be applied to such Employee, and he or she shall
vest immediately upon such termination of employment
in the right to receive a monthly benefit payable for
the life of the Employee, calculated as otherwise
provided under the Plan Documents based upon the
Employee's years of service and compensation as of
the date of such termination, and commencing on the
first day of the month following the Employee's
attainment of age 55; provided, however, that the
payment of benefits under the Plan Documents shall be
conditioned upon the Company's receipt of the
Employee's application for retirement benefits under
the Pension Plan; and
(2) References in the Plan Documents to the Employee's
"retirement" shall be deemed to mean his termination
of employment.
(c) For purposes of this Plan, "Cause" means any willful and
continuous failure by the Employee to substantially perform
his duties with the Company (unless the failure to perform
is due to the Employee's Disability) or any willful
misconduct or gross negligence by the Employee which results
in material economic harm to the Company, or any conviction
of the Employee of a felony. No act or failure to act shall
be considered "willful" for purposes of this definition if
the Employee reasonably believed in good faith that such act
or failure to act was in, or not opposed to, the best
interests of the Company. In the event of a willful and
continuous failure by the Employee to substantially perform
his duties, the Company shall notify the Employee in writing
of such failure to perform and the Employee shall have a
period of thirty (30) days after such notice to resume
substantial performance of his duties.
For purposes of this Plan, an Employee is considered to have
experienced a "Constructive Discharge" or to have been
"Constructively Discharged" if he or she resigns employment as
a result of, and within a period of thirty (30) days after the
occurrence of, any of the following events:
(1) Re-assignment of the Employee to a position which is
at a lower level in the organizational structure than
his previous
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position, as defined by any one or a combination of
the following factors: reporting relationship,
compensation compared to others in the organization,
and authority, duties and responsibilities;
(2) Diminution in the Employee's authority, duties or
responsibilities, or the assignment of duties and
responsibilities which are unsuitable for an
individual having the position, experience and
stature of the Employee;
(3) Reduction in the Employee's total compensation
(including salary, bonus, deferred compensation,
stock options, profit sharing and retirement programs
and other benefits);
(4) Relocation of the Employee's principal workplace to a
location which is more than 50 miles from the
Employee's previous principal workplace; or
(5) Any failure by the Company to require any successor
(whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to
assume expressly and agree to perform under the Plan
Documents in the same manner and to the same extent
that the Company would be required to perform
thereunder with respect to the Employee if the
transaction or event resulting in a successor had not
taken place.
For purposes of subparagraphs (1), (2) or (3) of this Section
5.2(c), an isolated, insubstantial and inadvertent action
shall be excluded unless the Company fails to remedy such
action promptly after receipt of notice thereof given by the
Employee.
ARTICLE 6
ADMINISTRATION
SECTION 6.1. DUTIES OF COMMITTEE. This Plan shall be administered by
the Committee in accordance with its terms and purposes.
SECTION 6.2. FINALITY OF DECISIONS. The Committee shall have full
power and authority to interpret, construe and administer this Plan and the
Committee's determinations, and any actions taken hereunder, including any
valuation of the amount, or designation of a recipient, or any payment to be
made hereunder, shall be binding and conclusive on all persons for all purposes.
No member of
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the Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan unless
attributable to his own willful misconduct or lack of good faith.
ARTICLE 7
AMENDMENT AND TERMINATION
SECTION 7.1. AMENDMENT AND TERMINATION. While the Company intends to
maintain this Plan for as long as necessary, the Company reserves the right to
amend and/or terminate it at any time for whatever reasons it may deem
appropriate, except that no such amendment shall alter, reduce or diminish any
benefit previously granted to an Employee pursuant to Section 7.2 hereof.
SECTION 7.2. CONTRACTUAL OBLIGATION. Notwithstanding Section 7.1, the
Company intends to assume a contractual commitment to pay the benefits described
under this Plan and such commitment shall be evidenced by individual contracts
entered into between the Company and each covered Employee for whom benefits
accrue hereunder, which contracts are attached hereto as Exhibits I, II, III, IV
and V.
ARTICLE 8
MISCELLANEOUS
SECTION 8.1. NO EMPLOYMENT RIGHTS. Nothing contained in this Plan
shall be construed as a contract of employment between the Company or any
corporation in the Affiliated Group and any Employee, or as a right of any
Employee to be continued in employment or as a limitation of the right of the
Company to discharge any Employee with or without cause.
SECTION 8.2. ASSIGNMENT. The benefits payable under this Plan may not
be assigned, alienated, pledged, attached or garnished except by will or by the
laws of descent and distribution, or except as required by law or judicial
order.
SECTION 8.3. LAW APPLICABLE. This Plan shall be governed by the laws
of the State of Maryland, except to the extent preempted by ERISA.
ATTEST: McCORMICK & COMPANY, INCORPORATED
_______________________ By: _________________________________
Robert W. Skelton Karen D. Weatherholtz
Secretary Senior Vice President - Human Relations
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EXHIBIT I
McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT (TIER I)
THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").
RECITALS:
The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and
The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and
The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and
It is both desirable and necessary to include the Employee in said
Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:
1. In recognition of the Employee's past and future service, the
Company shall provide a supplemental pension benefit to the
Employee pursuant to the Plan and this Agreement in an amount
determined in accordance with Section 4.1(a) of the Plan. Section
4.1(a) of the Plan provides that the supplemental pension benefit
shall be equal to the amount described in subparagraph (1) minus
the amount described in subparagraph (2) as follows:
"(1) The benefit that would have been payable under the Pension
Plan under the single life annuity form of payment,
disregarding the limitations of Section 415 of the Internal
Revenue Code (the "Code") as implemented in Appendix I of
the McCormick Pension Plan (the "Pension Plan") and the
limitation of Section 401(a)(17) of the Code as it may be
implemented in the Pension Plan, calculated as if he were
retiring at an adjusted retirement
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age. This adjusted retirement age will be the Employee's
actual attained age at retirement increased by one month for
each month of service after age 55 during which the Employee
participated in the Plan. However, the adjusted retirement
age cannot be greater than 65. The Employee will continue to
accrue credited service during any time he or she is
Disabled. In the benefit calculation, credited service and
average monthly earnings will be determined to the adjusted
retirement age, assuming that the Employee's rate of pay in
effect on his date of retirement had remained in effect
until his adjusted retirement age. Furthermore, average
monthly earnings shall include 90% of 1/12th of the average
of the five highest annual bonuses payable to the Employee
for any five of the ten calendar years immediately prior to
his termination of employment; if the Employee is on
Disability at the time of retirement under the Pension Plan,
the annual bonuses considered shall be the five highest
annual bonuses payable to the Employee for any five of the
ten calendar years immediately prior to his Disability;
(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment."
2. For purposes of calculating the benefit provided under this
Agreement, the term "annual bonuses" in Section 1 above shall
not include any payment made to an Employee pursuant to the
Company's Mid-Term Incentive Plan.
3. In the event of the death of Employee prior to termination of
employment, the surviving spouse, if any, shall be paid a benefit
for life equal to 50% of the benefit the Employee would have been
entitled to under the Plan had he retired on the day before his
death and had he begun receiving benefits under the 50% joint and
survivor form of payment immediately before his death. If the
Employee dies before age 55, the surviving spouse shall be paid a
benefit commencing on the first of the month following the date
on which the Employee would have become age 55 in an amount equal
to 50% of the benefit the Employee would have been entitled to
under the Plan if he had been age 55 on the day before his death,
but based on his actual years of service as of his date of death.
If death occurs after the Employee's retirement, the benefit will
be based on the form of benefit selected prior to his retirement.
4. Notwithstanding anything in this Agreement to the contrary, the
Committee, with the consent of the Employee, may change the
manner and time of making the monthly distributions provided in
Section 1 of this Agreement and may make such distributions in a
lump sum or any other form of payment which is actuarially
equivalent to the single life annuity form of payment stipulated
hereunder. Any such actuarially equivalent benefits shall be
based on the Employee's actual attained age at the time of the
calculation. Further, the Committee, in its sole discretion, may
distribute the actuarially equivalent benefits due hereunder over
a
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period certain of up to five (5) years from the date they were
otherwise to have commenced. The form of payment agreed to
hereunder need not be the same as the form of payment used for
distributions from the Pension Plan.
5. Nothing contained in the Plan or in this Agreement, and no action
taken pursuant to the provisions of the Plan or this Agreement,
shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Employee, his
designated beneficiary or any other person. Any funds which may
be invested and any assets which may be held to provide benefits
under the Plan and this Agreement shall continue for all purposes
to be a part of the general funds and assets of the Company and
no person other than the Company shall by virtue of the
provisions of this Agreement have any interest in such funds and
assets. To the extent that any person acquires a right to receive
payments from the Company under this Agreement, such rights shall
be no greater than the right of any unsecured general creditor of
the Company.
6. The right of the Employee or any other person to the payment of a
supplemental pension benefit under this Agreement shall be
nonforfeitable (except as otherwise provided in the Plan) as long
as the terms and conditions of the Plan and this Agreement are
satisfied. The payment of benefits shall commence upon the
retirement of the Employee on or after the attainment of age 55.
The payment of benefits is conditioned upon the Company's receipt
of the Employee's application for retirement benefits under the
Pension Plan.
7. The right of the Employee or any other person to the payment of a
supplemental pension benefit or other benefits under the Plan and
this Agreement shall not be assigned, transferred, pledged or
encumbered except by will or by the laws of descent and
distribution, or except as required by law or judicial order.
8. If the Committee shall find that any person to whom any payment
is payable under the Plan and this Agreement is unable to care
for his affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or
a brother or sister, or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of the
liabilities of the Company under this Agreement.
9. The Committee shall have full power and authority to interpret,
construe and administer this Agreement and the Committee's
determinations, and any actions taken hereunder, including any
valuation of the amount, or designation of a recipient, of any
payment to be made hereunder, shall be binding and conclusive on
all persons for all purposes. No member of the Committee shall be
liable to any person for any action taken or omitted in
connection with the interpretation
3
<Page>
and administration of this Agreement unless attributable to his
own willful misconduct or lack of good faith.
10. This Agreement shall not confer any rights or privileges on the
Employee greater than those provided under the Plan. This
Agreement is subject to the terms and provisions of the Plan and,
in the event of any conflict between the provisions of the Plan
and this Agreement, the provisions of the Plan shall govern.
11. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns and the Employee and his
heirs, executors, administrators and legal representatives.
12. This Agreement shall be construed in accordance with and governed
by the laws of the State of Maryland.
13. The terms used in this Agreement shall have the same definition
as the identified terms used in the Plan.
14. (a) This Agreement supersedes any previous agreements between the
parties regarding supplemental or executive retirement plan
benefits and constitutes the entire agreement between the
parties.
(b) The date of enrollment of the Employee in the Plan
is _____________.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.
ATTEST: McCORMICK & COMPANY, INCORPORATED
_______________________________ By: ________________________________
Robert W. Skelton Robert J. Lawless
Secretary Chairman of the Board, President
& Chief Executive Officer
________________________________(LS)
4
<Page>
EXHIBIT II
McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT (TIER II)
THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").
RECITALS:
The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and
The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and
The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and
It is both desirable and necessary to include the Employee in said
Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:
1. In recognition of the Employee's past and future service, the
Company shall provide a supplemental pension benefit to the
Employee pursuant to the Plan and this Agreement in an amount
determined in accordance with Section 4.1(b) of the Plan. Section
4.1(b) of the Plan provides that the supplemental pension benefit
shall be equal to the amount described in subparagraph (1) minus
the amount described in subparagraph (2) as follows:
"(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, disregarding the limitations of Section 415 of
the Internal Revenue Code (the "Code") as implemented in
Appendix I of the McCormick Pension Plan (the "Pension
Plan") and the limitation of Section 401(a)(17) of the
Code as it may be implemented in the Pension Plan, if
average monthly earnings had included 90% of 1/12th
<Page>
of the average of the five highest annual bonuses
payable to the Employee for any five of the ten calendar
years immediately prior to his termination of
employment; if the Employee is on Disability at the time
of retirement under the Pension Plan, the annual bonuses
considered shall be the five highest annual bonuses
payable to the Employee for any five of the ten calendar
years immediately prior to the Disability;
(2) The benefit actually provided by the Pension Plan under
the single life annuity form of payment."
2. For purposes of calculating the benefit provided under this
Agreement, the term "annual bonuses" in Section 1 above
shall not include any payment made to an Employee pursuant
to the Company's Mid-Term Incentive Plan.
3. In the event of the death of Employee prior to termination
of employment, the surviving spouse, if any, shall be paid a
benefit for life equal to 50% of the benefit the Employee
would have been entitled to under the Plan had he retired on
the day before his death and had he begun receiving benefits
under the 50% joint and survivor form of payment immediately
before his death. If the Employee dies before age 55, the
surviving spouse shall be paid a benefit commencing on the
first of the month following the date on which the Employee
would have become age 55 in an amount equal to 50% of the
benefit the Employee would have been entitled to under the
Plan if he had been age 55 on the day before his death, but
based on his actual years of service as of his date of
death. If death occurs after the Employee's retirement, the
benefit will be based on the form of benefit selected prior
to his retirement.
4. Notwithstanding anything in this Agreement to the contrary,
the Committee, with the consent of the Employee, may change
the manner and time of making the monthly distributions
provided in Section 1 of this Agreement and may make such
distributions in a lump sum or any other form of payment
which is actuarially equivalent to the single life annuity
form of payment stipulated hereunder. Any such actuarially
equivalent benefits shall be based on the Employee's actual
attained age at the time of the calculation. Further, the
Committee, in its sole discretion, may distribute the
actuarially equivalent benefits due hereunder over a period
certain of up to five (5) years from the date they were
otherwise to have commenced. The form of payment agreed to
hereunder need not be the same as the form of payment used
for distributions from the Pension Plan.
5. Nothing contained in the Plan or in this Agreement, and no
action taken pursuant to the provisions of the Plan or this
Agreement, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company
and the Employee, his designated beneficiary or any other
person. Any funds which may be invested and any assets which
may be held to provide benefits under the Plan and this
Agreement shall continue for all purposes to be a part of
the general funds
2
<Page>
and assets of the Company and no person other than the
Company shall by virtue of the provisions of this Agreement
have any interest in such funds and assets. To the extent
that any person acquires a right to receive payments from
the Company under this Agreement, such rights shall be no
greater than the right of any unsecured general creditor of
the Company.
6. The right of the Employee or any other person to the payment
of a supplemental pension benefit under this Agreement shall
be nonforfeitable (except as otherwise provided in the Plan)
as long as the terms and conditions of the Plan and this
Agreement are satisfied. The payment of benefits shall
commence upon the retirement of the Employee on or after the
attainment age of 55. The payment of benefits is conditioned
upon the Company's receipt of the Employee's application for
retirement benefits under the Pension Plan.
7. The right of the Employee or any other person to the payment
of a supplemental pension benefit or other benefits under
the Plan and this Agreement shall not be assigned,
transferred, pledged or encumbered except by will or by the
laws of descent and distribution, or except as required by
law or judicial order.
8. If the Committee shall find that any person to whom any
payment is payable under the Plan and this Agreement is
unable to care for his affairs because of illness or
accident, or is a minor, any payment due (unless a prior
claim therefor shall have been made by a duly appointed
guardian, committee or other legal representative) may be
paid to the spouse, a child, a parent, or a brother or
sister, or to any person deemed by the Committee to have
incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of
the liabilities of the Company under this Agreement.
9. The Committee shall have full power and authority to
interpret, construe and administer this Agreement and the
Committee's determinations, and any actions taken hereunder,
including any valuation of the amount, or designation of a
recipient, of any payment to be made hereunder, shall be
binding and conclusive on all persons for all purposes. No
member of the Committee shall be liable to any person for
any action taken or omitted in connection with the
interpretation and administration of this Agreement unless
attributable to his own willful misconduct or lack of good
faith.
10. This Agreement shall not confer any rights or privileges on
the Employee greater than those provided under the Plan.
This Agreement is subject to the terms and provisions of the
Plan and, in the event of any conflict between the
provisions of the Plan and this Agreement, the provisions of
the Plan shall govern.
3
<Page>
11. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns and the
Employee and his heirs, executors, administrators and legal
representatives.
12. This Agreement shall be construed in accordance with and
governed by the laws of the State of Maryland.
13. The terms used in this Agreement shall have the same
definition as the identical terms used in the Plan.
14. (a) This Agreement supersedes any previous agreements
between the parties regarding supplemental or executive
retirement plan benefits and constitutes the entire
agreement between the parties.
(b) The date of enrollment of the Employee in the Plan
is _____________.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.
ATTEST: McCORMICK & COMPANY, INCORPORATED
_______________________________ By: ________________________________
Robert W. Skelton Robert J. Lawless
Secretary Chairman of the Board, President
& Chief Executive Officer
________________________________(LS)
4
<Page>
EXHIBIT III
McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT (TIER I FN)
THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").
RECITALS:
The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and
The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and
The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and
It is both desirable and necessary to include the Employee in said
Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:
1 . In recognition of the Employee's past and future service, the
Company shall provide a supplemental pension benefit to the
Employee pursuant to the Plan and this Agreement in an amount
determined in accordance with Section 4.1(c) of the Plan. The
benefit provided under Section 4.1(c) of this Agreement shall be
payable to the Employee only if the Employee (i) at the time of
his or her retirement is working in the United States for the
Company or a subsidiary or affiliate of the Company that
participates in the Pension Plan, and (ii) has worked in the
United States for at least three years at the Company or at a
subsidiary or affiliate of the Company that participates in the
Pension Plan. The benefit shall be equal to the amount described
in subparagraph (1) minus the amounts described in subparagraphs
(2) and (3):
<Page>
"(1) The benefit that would have been payable under the
McCormick Pension Plan (the "Pension Plan") under the
single life annuity form of payment, including in such
calculation all periods of service by the Employee with
any subsidiary or affiliate of the Company located
outside the United States, disregarding the limitations
of Section 415 of the Internal Revenue Code (the "Code")
as implemented in Appendix I of the Pension Plan and the
limitation of Section 401(a)(17) of the Code as it may
be implemented in the Pension Plan, if his benefit were
calculated as if he were retiring at an adjusted
retirement age. This adjusted retirement age will be the
Employee's actual attained age at retirement increased
by one month for each month of service after age 55
during which the Employee participated in the Plan.
However, the adjusted retirement age cannot be greater
than 65. The Employee will continue to accrue credited
service during the period of time he or she is Disabled.
In the benefit calculation, credited service and average
monthly earnings will be determined to the adjusted
retirement age, assuming that the Employee's rate of pay
in effect on his date of retirement had remained in
effect until the adjusted retirement age. Furthermore,
average monthly earnings shall include 90% of 1/12th of
the average of the five highest annual bonuses payable
to the Employee for any five of the ten calendar years
immediately prior to his termination of employment; if
the Employee is on Disability at the time of retirement
under the Pension Plan, the annual bonuses considered
shall be the five highest annual bonuses payable to the
Employee for any five of the ten calendar years
immediately prior to the Disability;
(2) The benefit actually provided by the Pension Plan under
the single life annuity form of payment;
(3) The benefit actually provided by any pension or
retirement plan provided by a subsidiary or affiliate
of the Company located outside the United States by
which the executive was employed."
2. For purposes of calculating the benefit provided under this
Agreement, the term "annual bonuses" in Section 1 above shall not
include any payment made to an Employee pursuant to the Company's
Mid-Term Incentive Plan.
3. In the event of the death of Employee prior to termination of
employment, the surviving spouse, if any, shall be paid a benefit
for life equal to 50% of the benefit the Employee would have been
entitled to under the Plan had he retired on the day before his
death and had he begun receiving benefits under the 50% joint and
survivor form of payment immediately before his death. If the
Employee dies before age 55, the surviving spouse shall be paid a
benefit commencing on the first of the month following the date
on which the Employee would have become age 55 in an amount equal
to 50% of the benefit the Employee would have been entitled to
under the Plan if he had been age 55 on the day before his death,
but
2
<Page>
based on his actual years of service as of his date of death. If
death occurs after the Employee's retirement, the benefit will be
based on the form of benefit selected prior to his retirement.
4. Notwithstanding anything in this Agreement to the contrary, the
Committee, with the consent of the Employee, may change the
manner and time of making the monthly distributions provided in
Section 1 of this Agreement and may make such distributions in a
lump sum or any other form of payment which is actuarially
equivalent to the single life annuity form of payment stipulated
hereunder. Any such actuarially equivalent benefits shall be
based on the Employee's actual attained age at the time of the
calculation. Further, the Committee, in its sole discretion, may
distribute the actuarially equivalent benefits due hereunder over
a period certain of up to five (5) years from the date they were
otherwise to have commenced. The form of payment agreed to
hereunder need not be the same as the form of payment used for
distributions from the Pension Plan.
5. Nothing contained in the Plan or in this Agreement, and no action
taken pursuant to the provisions of the Plan or this Agreement,
shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Employee, his
designated beneficiary or any other person. Any funds which may
be invested and any assets which may be held to provide benefits
under the Plan and this Agreement shall continue for all purposes
to be a part of the general funds and assets of the Company and
no person other than the Company shall by virtue of the
provisions of this Agreement have any interest in such funds and
assets. To the extent that any person acquires a right to receive
payments from the Company under this Agreement, such rights shall
be no greater than the right of any unsecured general creditor of
the Company.
6. The right of the Employee or any other person to the payment of a
supplemental pension benefit under this Agreement shall be
nonforfeitable (except as otherwise provided in the Plan) as long
as the terms and conditions of the Plan and this Agreement are
satisfied. The payment of benefits shall commence upon the
retirement of the Employee on or after the attainment of age 55.
The payment of benefits is conditioned upon the Company's receipt
of the Employee's application for retirement benefits under the
Pension Plan.
7. The right of the Employee or any other person to the payment of a
supplemental pension benefit or other benefits under the Plan and
this Agreement shall not be assigned, transferred, pledged or
encumbered except by will or by the laws of descent and
distribution, or except as required by law or judicial order.
8. If the Committee shall find that any person to whom any payment
is payable under the Plan and this Agreement is unable to care
for his affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have
3
<Page>
been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or
a brother or sister, or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of the
liabilities of the Company under this Agreement.
9. The Committee shall have full power and authority to interpret,
construe and administer this Agreement and the Committee's
determinations, and any actions taken hereunder, including any
valuation of the amount, or designation of a recipient, of any
payment to be made hereunder, shall be binding and conclusive on
all persons for all purposes. No member of the Committee shall be
liable to any person for any action taken or omitted in
connection with the interpretation and administration of this
Agreement unless attributable to his own willful misconduct or
lack of good faith.
10. This Agreement shall not confer any rights or privileges on the
Employee greater than those provided under the Plan. This
Agreement is subject to the terms and provisions of the Plan and,
in the event of any conflict between the provisions of the Plan
and this Agreement, the provisions of the Plan shall govern.
11. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns and the Employee and his
heirs, executors, administrators and legal representatives.
12. This Agreement shall be construed in accordance with and governed
by the laws of the State of Maryland.
13. The terms used in this Agreement shall have the same definition
as the identical terms used in the Plan.
14. (a) This Agreement supersedes any previous agreements between the
parties regarding supplemental or executive retirement plan
benefits and constitutes the entire agreement between the
parties.
(b) The date of enrollment of the Employee in the Plan
is ______________.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date
4
<Page>
appearing on page one.
ATTEST: McCORMICK & COMPANY, INCORPORATED
_______________________________ By: ________________________________
Robert W. Skelton Robert J. Lawless
Secretary Chairman of the Board, President
& Chief Executive Officer
________________________________(LS)
5
<Page>
EXHIBIT IV
McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT (TIER II FN)
THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").
RECITALS:
The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and
The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and
The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and
It is both desirable and necessary to include the Employee in said
Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:
1. In recognition of the Employee's past and future service, the
Company shall provide a supplemental pension benefit to the
Employee pursuant to the Plan and this Agreement in an amount
determined in accordance with Section 4.1(d) of the Plan. The
benefit provided under Section 4.1(d) of this Agreement shall be
payable to the Employee only if the Employee (i) at the time of
his or her retirement is working in the United States for the
Company or a subsidiary or affiliate of the Company that
participates in the Pension Plan, and (ii) has worked in the
United States for at least three years at the Company or at a
subsidiary or affiliate of the Company that participates in the
Pension Plan. The benefit shall be equal to the amount described
in subparagraph (1) minus the amounts described in subparagraphs
(2) and (3):
<Page>
"(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, including in such calculation all periods of
service by the Employee with any subsidiary or affiliate
of the Company located outside the United States, but
disregarding the limitations of Section 415 of the
Internal Revenue Code (the "Code") as implemented in
Appendix I of the McCormick Pension Plan (the "Pension
Plan") and the limitation of Section 401(a)(17) of the
Code as it may be implemented in the Pension Plan, if
average monthly earnings had included 90% of 1/12th of
the average of the five highest annual bonuses payable
to the Employee for any five of the ten calendar years
immediately prior to termination of employment; if the
Employee is on Disability at the time of retirement
under the Pension Plan, the annual bonuses considered
shall be the five highest annual bonuses payable to the
Employee for any five of the ten calendar years
immediately prior to the Disability;
(2) The benefit actually provided by the Pension Plan under
the single life annuity form of payment;
(3) The benefit actually provided by any pension or
retirement plan provided by a subsidiary or affiliate
of the Company located outside the United States by
which the executive was employed."
2. For purposes of calculating the benefit provided under this
Agreement, the term "annual bonuses" in Section 1 above shall not
include any payment made to an Employee pursuant to the Company's
Mid-Term Incentive Plan.
3. In the event of the death of Employee prior to termination of
employment, the surviving spouse, if any, shall be paid a benefit
for life equal to 50% of the benefit the Employee would have been
entitled to under the Plan had he retired on the day before his
death and had he begun receiving benefits under the 50% joint and
survivor form of payment immediately before his death. If the
Employee dies before age 55, the surviving spouse shall be paid a
benefit commencing on the first of the month following the date
on which the Employee would have become age 55 in an amount equal
to 50% of the benefit the Employee would have been entitled to
under the Plan if he had been age 55 on the day before his death,
but based on his actual years of service as of his date of death.
If death occurs after the Employee's retirement, the benefit will
be based on the form of benefit selected prior to his retirement.
4. Notwithstanding anything in this Agreement to the contrary, the
Committee, with the consent of the Employee, may change the
manner and time of making the monthly distributions provided in
Section 1 of this Agreement and may make such distributions in a
lump sum or any other form of payment which is actuarially
equivalent to the single life annuity form of payment stipulated
hereunder. Any such actuarially equivalent benefits shall be
based on the Employee's actual
2
<Page>
attained age at the time of the calculation. Further, the
Committee, in its sole discretion, may distribute the actuarially
equivalent benefits due hereunder over a period certain of up to
five (5) years from the date they were otherwise to have
commenced. The form of payment agreed to hereunder need not be
the same as the form of payment used for distributions from the
Pension Plan.
5. Nothing contained in the Plan or in this Agreement, and no action
taken pursuant to the provisions of the Plan or this Agreement,
shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Employee, his
designated beneficiary or any other person. Any funds which may
be invested and any assets which may be held to provide benefits
under the Plan and this Agreement shall continue for all purposes
to be a part of the general funds and assets of the Company and
no person other than the Company shall by virtue of the
provisions of this Agreement have any interest in such funds and
assets. To the extent that any person acquires a right to receive
payments from the Company under this Agreement, such rights shall
be no greater than the right of any unsecured general creditor of
the Company.
6. The right of the Employee or any other person to the payment of a
supplemental pension benefit under this Agreement shall be
nonforfeitable (except as otherwise provided in the Plan) as long
as the terms and conditions of the Plan and this Agreement are
satisfied. The payment of benefits shall commence upon the
retirement of the Employee on or after the attainment of age 55.
The payment of benefits is conditioned upon the Company's receipt
of the Employee's application for retirement benefits under the
Pension Plan.
7. The right of the Employee or any other person to the payment of a
supplemental pension benefit or other benefits under the Plan and
this Agreement shall not be assigned, transferred, pledged or
encumbered except by will or by the laws of descent and
distribution, or except as required by law or judicial order.
8. If the Committee shall find that any person to whom any payment
is payable under the Plan and this Agreement is unable to care
for his affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or
a brother or sister, or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of the
liabilities of the Company under this Agreement.
9. The Committee shall have full power and authority to interpret,
construe and administer this Agreement and the Committee's
determinations, and any actions taken hereunder, including any
valuation of the amount, or designation of a recipient, of any
payment to be made hereunder, shall be binding and conclusive
3
<Page>
on all persons for all purposes. No member of the Committee shall
be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this
Agreement unless attributable to his own willful misconduct or
lack of good faith.
10. This Agreement shall not confer any rights or privileges on the
Employee greater than those provided under the Plan. This
Agreement is subject to the terms and provisions of the Plan and,
in the event of any conflict between the provisions of the Plan
and this Agreement, the provisions of the Plan shall govern.
11. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns and the Employee and his
heirs, executors, administrators and legal representatives.
12. This Agreement shall be construed in accordance with and governed
by the laws of the State of Maryland.
13. The terms used in this Agreement shall have the same definition
as the identical terms used in the Plan.
14. (a) This Agreement supersedes any previous agreements between the
parties regarding supplemental or executive retirement plan
benefits and constitutes the entire agreement between the
parties.
(b) The date of enrollment of the Employee in the Plan
is ______________.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.
ATTEST: McCORMICK & COMPANY, INCORPORATED
_______________________________ By: ________________________________
Robert W. Skelton Robert J. Lawless
Secretary Chairman of the Board, President
& Chief Executive Officer
________________________________(LS)
4
<Page>
EXHIBIT V
McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT(TIER III)
THIS AGREEMENT is made as of the ____ day of __________, ____, by and
between McCORMICK & COMPANY, INCORPORATED, a corporation organized under the
laws of the State of Maryland (the "Company") and ________________ (the
"Employee").
RECITALS:
The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and
The Board of Directors has approved and adopted such a plan known as
the McCormick Supplemental Executive Retirement Plan, as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and
The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and
It is both desirable and necessary to include the Employee in said
Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:
1. In recognition of the Employee's past and future service, the
Company shall provide a supplemental pension benefit to the
Employee pursuant to the Plan and this Agreement in an amount
determined in accordance with Section 4.1(e) of the Plan. Section
4.1(e) of the Plan provides that the supplemental pension benefit
shall be equal to the amount described in subparagraph (1) minus
the amount described in subparagraph (2) as follows:
"(1) The benefit that would have been payable under the
Pension Plan under the single life annuity form of
payment, disregarding the limitations of Section 415
of the Internal Revenue Code (the"Code") as implemented
in Appendix I of the McCormick Pension Plan (the
"Pension Plan") an the limitation of Section 401(a)(17)
of the Code as it may be implemented in the Pension
Plan;
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(2) The benefit actually provided by the Pension Plan
under the single life annuity form of payment."
3. In the event of the death of Employee prior to termination of
employment, the surviving spouse, if any, shall be paid a benefit
for life equal to 50% of the benefit the Employee would have been
entitled to under the Plan had he retired on the day before his
death and had he begun receiving benefits under the 50% joint and
survivor form of payment immediately before his death. If the
Employee dies before age 55, the surviving spouse shall be paid a
benefit commencing on the first of the month following the date
on which the Employee would have become age 55 in an amount equal
to 50% of the benefit the Employee would have been entitled to
under the Plan if he had been age 55 on the day before his death,
but based on his actual years of service as of his date of death.
If death occurs after the Employee's retirement, the benefit will
be based on the form of benefit selected prior to his retirement.
4. Notwithstanding anything in this Agreement to the contrary, the
Committee, with the consent of the Employee, may change the
manner and time of making the monthly distributions provided in
Section 1 of this Agreement and may make such distributions in a
lump sum or any other form of payment which is actuarially
equivalent to the single life annuity form of payment stipulated
hereunder. Any such actuarially equivalent benefits shall be
based on the Employee's actual attained age at the time of the
calculation. Further, the Committee, in its sole discretion, may
distribute the actuarially equivalent benefits due hereunder over
a period certain of up to five (5) years from the date they were
otherwise to have commenced. The form of payment agreed to
hereunder need not be the same as the form of payment used for
distributions from the Pension Plan.
5. Nothing contained in the Plan or in this Agreement, and no action
taken pursuant to the provisions of the Plan or this Agreement,
shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Employee, his
designated beneficiary or any other person. Any funds which may
be invested and any assets which may be held to provide benefits
under the Plan and this Agreement shall continue for all purposes
to be a part of the general funds and assets of the Company and
no person other than the Company shall by virtue of the
provisions of this Agreement have any interest in such funds and
assets. To the extent that any person acquires a right to receive
payments from the Company under this Agreement, such rights shall
be no greater than the right of any unsecured general creditor of
the Company.
6. The right of the Employee or any other person to the payment of a
supplemental pension benefit under this Agreement shall be
nonforfeitable (except as otherwise provided in the Plan) as long
as the terms and conditions of the Plan and this Agreement are
satisfied. The payment of benefits shall commence upon the
retirement of the Employee on or after the attainment age of 55.
The payment of
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benefits is conditioned upon the Company's receipt of the
Employee's application for retirement benefits under the Pension
Plan.
7. The right of the Employee or any other person to the payment of a
supplemental pension benefit or other benefits under the Plan and
this Agreement shall not be assigned, transferred, pledged or
encumbered except by will or by the laws of descent and
distribution, or except as required by law or judicial order.
8. If the Committee shall find that any person to whom any payment
is payable under the Plan and this Agreement is unable to care
for his affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or
a brother or sister, or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of the
liabilities of the Company under this Agreement.
9. The Committee shall have full power and authority to interpret,
construe and administer this Agreement and the Committee's
determinations, and any actions taken hereunder, including any
valuation of the amount, or designation of a recipient, of any
payment to be made hereunder, shall be binding and conclusive on
all persons for all purposes. No member of the Committee shall be
liable to any person for any action taken or omitted in
connection with the interpretation and administration of this
Agreement unless attributable to his own willful misconduct or
lack of good faith.
10. This Agreement shall not confer any rights or privileges on the
Employee greater than those provided under the Plan. This
Agreement is subject to the terms and provisions of the Plan and,
in the event of any conflict between the provisions of the Plan
and this Agreement, the provisions of the Plan shall govern.
11. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns and the Employee and his
heirs, executors, administrators and legal representatives.
12. This Agreement shall be construed in accordance with and governed
by the laws of the State of Maryland.
13. The terms used in this Agreement shall have the same definition
as the identical terms used in the Plan.
14. (a) This Agreement supersedes any previous agreements between the
parties regarding supplemental or executive retirement plan
benefits and constitutes the entire agreement between the
parties.
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(b) The date of enrollment of the Employee in the Plan
is _____________.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.
ATTEST: McCORMICK & COMPANY, INCORPORATED
_______________________________ By: ________________________________
Robert W. Skelton Robert J. Lawless
Secretary Chairman of the Board, President
& Chief Executive Officer
_______________________________(LS)
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