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EXHIBIT 10.2 (j)
UNIVERSAL FOODS CORPORATION
DIRECTOR STOCK GRANT PLAN
As amended November 14, 1991
1. Purpose. The purpose of the Universal Foods Corporation
Director Stock Grant Plan (the "Plan") is to promote the best interests of
Universal Foods Corporation (the "Company") and its shareholders by providing a
means to attract and retain competent independent directors and to provide
opportunities for stock ownership by such directors which will increase their
proprietary interest in the Company and, consequently, their identification with
the interests of the shareholders of the Company.
2. Administration. The Plan shall be administered by the
Nominating Committee of the Board of Directors of the Company (the
"Administrator"), subject to review by the Board of Directors (the "Board"). The
administrator may adopt such rules and regulations for carrying out the Plan as
it may deem proper and in the best interests of the Company. The interpretation
by the Board of any provision of the Plan or any related documents shall be
final.
3. Securities Subject to the Plan. The securities eligible for
grant under the Plan shall be shares of the Company's common stock, $0.10 par
value (including the associated Common Share Purchase Rights) ("Common Stock"),
held from time to time by the Company as treasury shares; provided, however,
that if and only if the shareholders of the Company approve the Plan in
accordance with applicable shareholder approval requirements of the New York
Stock Exchange, Inc. ("NYSE"), authorized and previously unissued shares of
Common Stock may be issued under the Plan.
4. Director Grants. On October 1, 1990 and each October 1
thereafter ("Grant Date"), each member of the Board who is not an employee of
the Company or any subsidiary of the Company shall receive a grant of Common
Stock (a "Director Grant") pursuant to the Plan.
5. Grant Amount. Each Director Grant shall consist of such
number of shares of Common Stock whose value on the Grant Date equals $3,000.
For purposes of the Plan, the value of the Common Stock as of the Grant Date
shall equal the closing sale price of a share of Common Stock on the NYSE on the
Grant Date (or if no sale took place on such exchange on such date, the closing
sale price on such exchange on the most recent preceding date on which a sale
took place).
6. Restrictions on Transfer. The shares of Common Stock
subject to each Director Grant are not transferable by the recipient for a
period of six months after the Grant Date, except in the event of the death or
disability of the recipient. All
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certificates evidencing shares subject to Director Grants shall bear an
appropriate legend evidencing such transfer restrictions. All dividends and
voting rights accrue as of the Grant Date to the Director Grant.
7. Amendment of Plan. The Board shall have the right to amend
the Plan at any time to cause the Plan to comply with the rules of the
Securities and Exchange Commission under Section 16(b) of the Securities
Exchange Act of 1934 (the "Section 16 Rules") or with the shareholder approval
requirements of the NYSE, if applicable, or in any other manner, subject to
applicable law, that does not cause the Plan to cease to comply with the Section
16 Rules. Without limitation, the Board shall have the right to amend the first
sentence of Paragraph 5 of the Plan to provide that each Director Grant shall
consist of such number of shares of Common Stock whose value on the Grant Date
is any value not less than $3,000 and not more than $10,000. Notwithstanding the
foregoing, the provisions of the Plan shall not be amended more than once every
six months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
8. Effective Date and Term of Plan. The effective date of the
Plan is September 14, 1990. The Plan shall terminate on such date as may be
determined by the Board.
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