1984 BEMIS
STOCK AWARD PLAN
SECTION 1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN
1.1 ESTABLISHMENT. BEMIS COMPANY, INC. hereby establishes a stock
incentive plan for key Employees, as described herein, which shall be known as
the 1984 Bemis "Stock Award Plan" (hereinafter called the "Plan").
1.2 PURPOSE. The purpose of the Plan is to enable the Company and its
Subsidiaries to attract, retain, and motivate key Employees who provide valuable
service, and to provide such Employees with a means of acquiring or increasing a
proprietary interest in the Company so that they will have an increased
incentive to work for the long-term success of the Company and its Subsidiaries.
1.3 SHAREHOLDERS' APPROVAL. The Plan shall become effective as of
October 16, 1984, subject to approval by the shareholders of the Company.
SECTION 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have
the meanings set forth below:
(a) "Beneficiary" means the person or persons designated as such
under Sec. 9.1.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the Committee referred to in Sec. 4.1 which is
responsible for administration of the Plan.
(d) "Company" means Bemis Company, Inc., a Missouri corporation.
(e) "Employee" means any key executive in charge of a principal
division, business unit, or department of the Company or a
Subsidiary, and any other employee who performs similar
managerial and professional functions for the Company or a
Subsidiary.
(f) "Fair Market Value" means the last sale price of the Stock as
reported by the New York Stock Exchange on a particular date.
(g) "Grantee" means an Employee who receives a Target Award under the
Plan.
(h) "Period of Restriction" means the period determined under Sec.
7.4.
(i) "Stock" means the common stock, par value of ten cents ($0.10)
per share, of the Company.
(j) "Subsidiary" means any corporation, 50% or more of the voting
stock of which is directly or indirectly owned by the Company.
(k) A "Target Award" is an amount awarded to a Grantee under Sec.
7.1.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender when used in this Plan shall also include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBLE EMPLOYEES. Grantees shall be limited to key Employees who,
by means of their positions, functions, or responsibility levels have a direct
and significant impact on their employer's earnings or profitable performance,
as recommended by the Company's Chief Executive Officer and approved by the
Committee.
SECTION 4. ADMINISTRATION
4.1 ADMINISTRATION OF PLAN. The Plan shall be administered by a
committee of three or more persons appointed by the Board from among those
members of the Board who are not employees of the Company or any of its
Subsidiaries. A majority of the members of the Committee shall constitute a
quorum for any meeting of the Committee, and the acts of a majority of the
members present at any meeting at which a quorum is present or the acts
unanimously approved in writing by all members of the Committee shall be the
acts of the Committee. Subject to the provisions of the Plan, the Committee may
from time to time adopt such rules for the administration of the Plan as it
deems appropriate. The decision of the Committee on any matter affecting the
Plan or the rights and obligations arising under the Plan shall be final and
binding upon all persons. No member of the Committee shall be liable for any
action or determination taken or made in good faith with respect to the Plan.
SECTION 5. STOCK SUBJECT TO THE PLAN
5.1 NUMBER. The total number of shares of Stock that may be issued under
the Plan may not exceed 600,000, subject to adjustment as provided in Sec. 5.2.
Those shares may consist, in whole or in part, of authorized but unissued Stock
or shares of Stock
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reacquired by the Company, including shares purchased in the open market, not
reserved for any other purpose. However, to the extent shares of Stock were
available on October 16, 1984 for future grants of options under the Company's
1978 Nonqualified Stock Option Plan, and grants of options under said plan after
said date result in issuance of shares of Stock, the number of shares of Stock
that may be issued under this Plan will be reduced.
5.2 ADJUSTMENTS IN CAPITALIZATION. In the event of any change in the
outstanding shares of Stock by reason of a stock dividend, stock split, reverse
split, recapitalization, merger, consolidation, combination, or exchange of
shares or other similar corporate change, the aggregate number of shares of
Stock issuable under this Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. In such event the Committee shall also
have discretion to make appropriate adjustments in the number and type of shares
subject to Target Award grants then outstanding under the Plan.
5.3 ADDITIONAL SHARES AUTHORIZED IN 1987. In addition to the shares of
Stock authorized under Sec. 5.1, an additional 600,000 shares of Stock may be
issued under the Plan pursuant to this Sec. 5.3. Said number of additional
shares is subject to adjustment as provided in Sec. 5.2. Said shares may
consist, in whole or in part, of authorized but unissued Stock or shares of
Stock reacquired by the Company, including shares purchased in the open market,
not reserved for any other purpose. However, the number of shares that may be
issued under the Plan by reason of this Sec. 5.3 shall be reduced by the number
of shares with respect to which options are granted under the Company's 1987
Stock Option Plan; provided, however, that the number of shares covered by an
option which expires unexercised will not be included in said offset.
SECTION 6. DURATION OF THE PLAN
6.1 DURATION OF THE PLAN. No Target Awards may be made under the Plan
after October 15, 1994.
SECTION 7. AWARDS
7.1 INITIAL DETERMINATION OF AWARDS. A Grantee's "Target Award" is the
starting point in determining the number of shares of Stock he will receive
under the Plan. The Target Award for a particular Grantee may be granted by the
Committee at any time prior to October 16, 1994. Multiple Target Awards may be
granted with respect to any Grantee. Each Target Award will be expressed in
terms of a number of shares of Stock. Granting of a Target Award does not
involve immediate issuance of shares of Stock to the Grantee; shares of Stock
will be issued only to the extent provided in Sec. 7.3 below. The Company will
advise the Grantee promptly of any Target Award granted to him.
7.2 DIVIDENDS. The Company will make a cash payment to each Grantee who
has a Target Award outstanding in an amount equal to the cash dividend he would
have received
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if he had held shares of Stock equal to the number of shares represented by the
Target Award. These payments will be made on or about the date dividends are
paid to shareholders of the Company. If there is a stock dividend, stock split,
reverse split or the like, the number of shares represented by each outstanding
Target Award will be adjusted as provided in Sec. 5.2.
7.3 PAYMENT OF AWARDS. If the Grantee is employed by the Company or an
Affiliate at the end of the Period of Restriction, the Company will issue to him
a number of shares of Stock equal to the number of shares of Stock represented
by the Target Award. If the Grantee's termination of employment occurs prior to
the end of the Period of Restriction, the Company will issue to him the number
of shares, if any, determined from whichever of the following subsections is
applicable:
(a) If his termination of employment was due to his death, the
Company will transfer to his Beneficiary the number of shares of
Stock represented by any Target Awards with respect to the
Participant outstanding on the date of his death.
(b) If his termination of employment occurs due to his permanent and
total disability or he is absent from work and qualifies either
for a benefit under the Company's long term disability program or
for a social security disability benefit, the Company will
transfer to him the number of shares of Stock represented by any
Target Awards then outstanding with respect to him.
(c) If his termination of employment occurs under circumstances that
there is an early retirement or normal retirement under the Bemis
Retirement Plan, the Company will transfer to him a portion of
the number of shares of Stock represented by each Target Award
then outstanding with respect to him, said portion to be
determined by multiplying (1) times (2):
(1) The number of shares of Stock represented by the Target
Award.
(2) A fraction, (i) the numerator of which is the number of full
months which have elapsed from the date the Target Award was
granted until the date of termination of employment, and
(ii) the denominator of which is the maximum number of full
months during the Period of Restriction, said maximum number
to be determined as of the date the Target Award was
granted.
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The remaining shares of Stock will be forfeited and retained by
the Company. However, the Committee may in its sole discretion
provide for issuance to the Grantee of all or any portion of the
remaining shares represented by the Target Award. The
Committee's decision as to whether to distribute such additional
shares of Stock to a particular Grantee and as to the number of
shares will not be binding or precedential with regard to
subsequent terminations by other Grantees.
(d) If his termination of employment occurs under circumstances other
than any of those described in (a), (b), and (c) above, and is
involuntary (including any resignation at the request of the
Company) and not for cause, he shall receive from the Company
shares of Stock reflecting a portion of his Target Award
determined by the Committee in its sole discretion. The
Committee's decision as to the number of shares to distribute
following a particular Grantee's termination of employment will
not be binding or precedential with regard to subsequent
terminations by other Grantees. The remainder of the Target
Award will be forfeited and retained by the Company. The
Committee may in its sole discretion determine that no shares
will be distributed to a particular Participant under this
paragraph.
(e) If his termination of employment occurs under circumstances other
than any of those described in (a), (b), (c), and (d) above, then
any Target Award with respect to which the Period of Restriction
has not yet expired will be forfeited and retained by the
Company.
7.4 PERIOD OF RESTRICTION. The Period of Restriction for each Target
Award shall be determined by the Committee at the time the Target Award is
granted, subject to the following:
(a) The Period of Restriction may not exceed seven years and may not
be less than three years.
(b) The Committee may establish performance goals which, if met, will
reduce the duration of the Period of Restriction. However, the
Period of Restriction will in no event be less than three years.
(c) The Committee may establish different performance goals with
respect to different Target Awards. The goals may relate to
individual or corporate performance, or a combination thereof, as
the Committee sees fit. The performance goals may be structured
so that partial attainment of the goals will result in shortening
the Period of Restriction as to a portion of a Target Award
rather than the whole award.
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7.5 OTHER RESTRICTIONS. The Committee may impose other restrictions on
shares of Stock granted pursuant to the Plan if it deems such restrictions
advisable to comply with Federal or state securities laws and may legend the
Stock certificate(s) to give appropriate notice of such restrictions.
7.6 VOTING RIGHTS. During the Period of Restriction, Grantees holding
Target Awards granted hereunder may not exercise voting rights with respect to
the shares of Stock to which those awards relate. A Grantee's voting rights
shall be limited to those pertaining to shares of Stock actually issued to him
under the Plan.
7.7 SPECIAL PROVISIONS REGARDING PAYMENT OF TARGET AWARDS GRANTED
NOVEMBER 14, 1985 and February 3, 1987. Notwithstanding any other provision of
the Plan to the contrary, as to Target Awards granted November 14, 1985, and
February 3, 1987, if a Grantee's early retirement or normal retirement under the
Bemis Retirement Plan occurs before the end of the Period of Restriction,
distribution of the shares subject to said Target Award will occur at the end of
the Period of Restriction. It is recognized that the Period of Restriction may
not end until several years after the early retirement or normal retirement. At
the end of the Period of Restriction, the Company will issue to the Grantee a
number of shares of Stock equal to the number of shares represented by the
Target Award. No portion of the shares represented by said Target Award will be
forfeited due to the normal or early retirement. This section applies only if a
Grantee of a November 14, 1985 or February 3, 1987 Target Award has a normal or
early retirement under the Bemis Retirement Plan, and not if his termination of
employment occurs for any other reason.
7.8 SPECIAL PROVISIONS REGARDING PAYMENT OF TARGET AWARDS GRANTED
OCTOBER 5, 1988, OCTOBER 26, 1989, AND DECEMBER 7, 1990. This section
applies to each Target Award approved by the Committee on October 5, 1988,
October 26, 1989, and December 7, 1990. Each Target Award granted October 5,
1988 will become effective and outstanding on January 1, 1989, provided that
the Grantee is an Employee on January 1, 1989. Each Target Award granted
October 26, 1989 will become effective and outstanding on October 26, 1989,
provided the Grantee is an Employee on October 26, 1989. Each Target Award
granted December 7, 1990 will become effective and outstanding on January 1,
1991, provided the Grantee is an Employee on January 1, 1991. As to such
Target Awards:
(a) If such a Grantee has a normal retirement or early retirement
under the Bemis Retirement Plan prior to the end of the Period of
Restriction, distribution of any shares of Stock to which he is
entitled (as determined in (b) or (c)) will occur at the end of
the Period of Restriction. It is recognized that the Period of
Restriction may not end until several years after the normal or
early retirement.
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(b) If the Employee's termination of employment is a normal
retirement under the Bemis Retirement Plan, the number of shares
to which he is entitled at the end of the Period of Restriction
shall be equal to the number of shares represented by the Target
Award. No shares shall be forfeited by reason of the normal
retirement.
(c) If the Employee's termination of employment is an early
retirement under the Bemis Retirement Plan, the number of shares
to which he is entitled shall be determined pursuant to
Sec. 7.3(c), but the distribution of said shares will not occur
until the end of the Period of Restriction.
(d) If the Grantee remains an Employee until the end of the Period of
Restriction, or has a termination of employment during the Period
of Restriction which is not a normal or early retirement, the
number of shares, if any, to which he is entitled and the timing
of the distribution of said shares will be determined under
Sec. 7.3.
7.9 SPECIAL PROVISIONS REGARDING PAYMENT OF TARGET AWARDS GRANTED AFTER
SEPTEMBER 30, 1991. Notwithstanding Sec. 7.3(c) or any other provisions of the
Plan to the contrary, Target Awards granted after September 30, 1991 shall be
subject to the following:
(a) If the Grantee's early retirement under the Bemis Retirement plan
occurs before the end of the Period of Restriction, the Target
Award will be forfeited and retained by the Company. However,
the Committee may, in its sole discretion, provide for issuance
to the Grantee of all or any portion of the shares represented by
the Target Award. The issuance of any such shares may occur at
any point from the time of termination until the end of the
Period of Restriction, to be determined at the sole discretion of
the Committee. The Committee shall act promptly, on or about the
date of termination of employment, in deciding whether to provide
for the issuance and the date of any such issuance. The
Committee's decision with regard to a particular Grantee will not
be binding or precedential with regard to subsequent terminations
by other Grantees.
(b) If the Grantee's normal retirement under the Bemis Retirement
Plan occurs before the end of the Period of Restriction, the
number of shares to which he is entitled will be determined under
Sec. 7.3. Shares to which a Grantee becomes entitled under this
subsection shall be issued at the end of the Period of
Restriction.
(c) If the Grantee remains an Employee until the end of the Period of
Restriction, or has a termination of employment during the Period
of
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Restriction which is not a normal or early retirement, the number
of shares, if any, to which he is entitled and the timing of the
distribution of said shares will be determined under Sec. 7.3.
SECTION 8. RIGHTS OF EMPLOYEES; RECIPIENTS OF GRANTS
8.1 EMPLOYMENT. Nothing in this Plan or in any grant of a Target Award
shall interfere with or limit in any way the right of the Company or a
Subsidiary to terminate any Employee's employment at any time or confer upon any
Employee any right to continue in the employ of the Company or a Subsidiary.
8.2 NONTRANSFERABILITY. No Grantee or Beneficiary shall, by virtue of
this Plan, have any interest in any specific asset or assets of the Company or
any Subsidiary. A Grantee or Beneficiary has only an unsecured contract right
to receive shares of Stock in accordance with and at the times specified by the
Plan. No Grantee or Beneficiary shall have the right to assign, pledge, or
otherwise dispose of any part of a Target Award hereunder prior to actual
receipt of the shares of Stock to which that award relates. However, a Grantee
may designate a Beneficiary as permitted by the Plan.
SECTION 9. BENEFICIARY DESIGNATION
9.1 BENEFICIARY DESIGNATION. Each Grantee under the Plan may, from time
to time, name any Beneficiary or Beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his
death before he receives any or all of such benefit. Each designation will
revoke all prior designations by the same Grantee, shall be in a form prescribed
by the Committee, and will be effective only when filed by the Grantee in
writing with the Committee during his lifetime. In the absence of any such
designation, benefits remaining unpaid at the Grantee's death shall be paid to
his estate, which shall be considered his Beneficiary for purposes of the Plan.
SECTION 10. FACILITY OF PAYMENT
10.1 FACILITY OF PAYMENT. When a person entitled to benefits under the
Plan is under legal disability, the Committee may direct the Company to pay the
benefits to such person's legal representative, or to a relative of such person
for such person's benefit. Any payment made in accordance with this Section
shall be a full and complete discharge of any liability for such payment under
the Plan.
SECTION 11. AMENDMENT AND TERMINATION
11.1 AMENDMENT AND TERMINATION. The Board, upon recommendation of the
Committee, at any time may terminate, and at any time and from time to time and
in any
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respect, may amend or modify the Plan, provided, however, that no such action of
the Board, without approval of the shareholders may:
(a) Increase the maximum number of shares of Stock that may be
granted under the Plan except as provided in Sec. 5.2.
(b) Extend the period during which shares of Stock may be granted.
(c) Permit the granting of shares of Stock to a person who is not an
Employee.
(d) Modify the requirements as to eligibility for participation in
the Plan.
(e) Increase materially the benefits accruing to Grantees under the
Plan.
(f) Increase materially the cost of the Plan.
(g) Withdraw the administration of the Plan from the Committee.
(h) Change the provisions in the Plan as to the qualification for
membership on the Committee.
No amendment, modification, or termination of the Plan shall in any manner
adversely affect any Stock or Target Award previously granted under the Plan
without the consent of the Grantee.
SECTION 12. MERGER, CONSOLIDATION, OR ACQUISITION
12.1 MERGER, CONSOLIDATION, OR ACQUISITION. If an "Event" occurs, all
restrictions shall lapse on Target Awards then outstanding under the Plan, and
the Company shall immediately issue to each Grantee the number of shares of
Stock represented by any such Target Awards. An "Event" shall be deemed to have
occurred if (a) a majority of the directors of the Company shall be persons
other than persons (i) for whose election proxies shall have been solicited by
the Board or (ii) who are then serving as directors appointed by the Board to
fill vacancies on the Board caused by death or resignation (but not by removal)
or to fill newly-created directorships, or (b) 40% or more of the outstanding
voting stock of the Company or all or substantially all of the assets of the
Company are acquired or beneficially owned (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) by any person (other than a Subsidiary) or
group of persons, acting in concert, whether by acquisition of assets, merger,
consolidation, tender or exchange offer for shares, or otherwise, or (c) the
shareholders of the Company approve any plan or agreement providing either for a
transaction in which the Company will cease to be an independent publicly owned
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corporation or for a sale or other disposition of all or substantially all of
the assets of the Company.
SECTION 13. TAX WITHHOLDING
13.1 TAX WITHHOLDING. The Company shall have the right to require a
Grantee or other person receiving Stock under the Plan to pay the Company a cash
amount sufficient to cover any required withholding taxes. In lieu of all or
any part of such a cash payment, the Committee may permit the individual to
elect to cover all or any part of the required withholdings, and to cover any
additional withholdings up to the amount needed to cover the individual's full
FICA and federal, state and local income tax with respect to income arising from
payment of the Award, through a reduction of the number of shares delivered to
him. Such elections are subject to the following:
(a) TIME OF ELECTION. Any such election by an individual who is
subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934 ("Section 16") may be made only
during certain specified time periods, as follows:
(1) The election may be made during the period beginning on the
third business day following the date of public release of
the Company's quarterly or annual financial statements and
ending on the twelfth business day following such date of
public release, or
(2) The election may be made at least six months prior to the
date the Award is paid to him.
(3) However, an election by such a person may not be made within
six months of the date of grant of the Target Award to which
the payment relates; provided, however, that said
restriction does not apply in the event death or disability
of the individual to whom the option was granted occurs
during said six month period.
The foregoing restrictions do not apply to any person who is not
subject to the reporting requirements of Section 16.
(b) COMMITTEE APPROVAL; REVOCATION. Any such election by a person
subject to the reporting requirements of Section 16 is subject to
approval by the Committee. The Committee's approval may be
granted in advance but is subject to revocation by the Committee
at any time. Once such an election is made by such an
individual, he or she may not revoke it.
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SECTION 14. INDEMNIFICATION
14.1 INDEMNIFICATION. Each person who is or had been a member of the
Committee or of the Board shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with any claim, action, suit, or
proceeding to which he may be a party by reason of any action taken or failure
to act under the Plan. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-Laws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.
SECTION 15. GOVERNING LAW
15.1 GOVERNING LAW. The Plan, and all grants and other documents
delivered hereunder, shall be construed in accordance with and governed by the
laws of Minnesota.
SECTION 16. EXPENSES OF PLAN
16.1 EXPENSES OF PLAN. The expenses of administering the Plan shall be
borne by the Company.
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