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EXHIBIT 10.2(l)
UNIVERSAL FOODS CORPORATION
EXECUTIVE INCOME DEFERRAL PLAN
JUNE 11, 1987
I. Purpose
The Board of Directors of Universal Foods Corporation on June 11, 1987
established a voluntary income deferral plan to be offered to selected
executive employees, effective July 15, 1987, to provide an alternative
for the executives unable to participate to the maximum extent in the
Company sponsored 401(k) Plan because of tax code limitations, plus an
opportunity for additional income deferral up to a maximum of 25% of
total salary and bonus. The plan will be administered by the Vice
President, Human Resources, under the direction of the Benefits
Administrative Committee.
II. Participant Contributions
Selected participants may elect to defer a portion of salary each year
for a minimum of 4 years. (If less than 4 years to retirement, the
commitment period will be reduced to 1, 2 or 3 years.)
Minimum Annual Deferral - $2,500
Maximum Annual Deferral - 25% of total salary and bonus,
rounded to the nearest $500.
Contributions may be paid by payroll deductions or one-time deductions
from annual incentive payments or any combination of the two.
A participant's election to defer compensation must be made prior to
the calendar year in which the compensation is earned except for
initial participation at plan inception. Each year participants will be
selected to enter or continue in the plan and make initial or
additional deferrals during November and December which is the
designated annual deferral election period.
III. Interest Credits
Monies deferred will be credited with a guaranteed minimum rate of
interest (10% at 7/15/87) and at a higher rate if investment results
are favorable.
Participants will receive annual statements showing the status of their
contributions and interest credits.
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IV. Benefits
A. At Retirement
Upon retirement a participant may elect a guaranteed
distribution payable monthly for 15 years based on annuitizing
the participant's account balance at the guaranteed minimum rate
of interest (10% at 7/15/87) or at a higher rate if investment
results are favorable. In the event the participant does not
survive to receive 180 monthly payments, the remaining payments
will continue to his or her designated beneficiaries.
Or
Upon retirement, participant may elect to receive a benefit
actuarially equivalent to the guaranteed 15-year payout
described above and paid for the lifetime of the participant
with 50% paid for the lifetime of the surviving spouse (joint
and 50% to surviving spouse). The minimum to be paid will be
equal to the 15-year guaranteed payment. The actuarial
reductions, from the 15-year guaranteed amount, to obtain the
joint and 50% to surviving spouse benefit are:
Age % Reduction
55 20
60 15
61 13
62 12
63 10
64 9
65 8
During the period retirement benefit payments are being paid,
such payments will be adjusted upward if investment performance
is favorable.
B. At Death Before Retirement
In the event a participant dies prior to retirement his or her
designated beneficiaries will receive an annual survivor income
benefit payable for 15 years. The annual payment will be
determined by projecting the participant's deferral account to
age 65 assuming:
1. the deferral commitment was completed,
2. guaranteed interest was credited annually from the initial
date of participation until the date the participant would
have retired, and
3. the projected account balance is annuitized at the guaranteed
rate over 15 years.
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C. Disability Benefits
If a participant is disabled during the deferral period,
his/her commitment to defer may be suspended. Benefits payable,
both pre- and post-retirement, will be reduced pro-rate if the
deferral commitment is never completed.
V. Limitation on Participation
The program will be offered to selected management employees. A Waiver
of Participation must be signed when an eligible employee declines
participation in the program at the time of the offer from the Company.
VI. Rights Upon Termination of Employment
Upon termination for any reason other than retirement, disability, or
death, a participant will receive the accumulated account balance
payable in a lump sum. The account balance will consist of all deferred
monies plus interest credited at the guaranteed rate.
VII. Beneficiary Designation
Benefits payable by the Company under Section IV shall be paid as they
come due to the beneficiary or beneficiaries the participant shall have
designated in writing filed with the Company. The participant shall
have the right to change or amend such beneficiary designation from
time to time by a writing similarly filed. If the participant fails to
make such beneficiary designation or if no beneficiary so designated
survives the participant, payments shall be made, as they come due, to
the duly appointed personal representative of the estate of the
participant.
VIII. No Transfer
Except as permitted by Section VII, no rights of any kind under this
Agreement shall, without the written consent of the Company, be
transferable or assignable by the participant or any designated
beneficiary or be subject to alienation, encumbrance, garnishment,
attachment, execution or levy or seizure by legal process of any kind,
voluntary or involuntary.
IX. Rights of Corporation
Universal Foods Corporation reserves the right to modify, amend or
terminate the plan at any time, provided, however, that no such action
shall have the effect of diminishing the benefits payable hereunder,
with respect to any amounts already deferred by persons participating
in or receiving benefits under this Plan, without the written consent
of such person(s).
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X. Change of Control of Company
A. Notwithstanding any other provision of this plan, including
specifically Paragraph IX above, in the event of a change of
control of the Company, the Company shall continue to provide
the benefits described in Section IV to employees who are
participants in the plan when such change of control occurs.
Further, any participant whose employment terminates after such
change of control occurs, shall be eligible for the early
retirement benefits regardless of his/her age or period of
continuous service as of the date of his/her termination of
employment, provided, however, the retirement income benefit
will not commence until the participant attains age 55.
B. For purposes of subsection (A) of this Section, the term "change
of control of Company" means:
(i) The acquisition of more than 30% of the outstanding
shares of voting stock directly or indirectly by any
person or group of persons acting in concert, excluding
affiliates of the Company, by means of an offer made
publicly to the holders of all or substantially all of
the outstanding shares of any one or more classes of the
voting stock of the Company to acquire such shares for
cash, securities, other property or any combination
thereof; or
(ii) the sale, assignment or transfer by the Company of all or
substantially all of its business and assets to any
person, excluding affiliates of the Company; or
(iii) a merger, consolidation or other business combination by
the Company into or with any person in which neither the
Company nor any subsidiary thereof is the continuing or
successor corporation.
(iv) As a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination,
sale of assets or contested election or any combination
of the foregoing transactions, the persons who are
directors of the Company before any of the foregoing
transactions shall cease to constitute a majority of the
Board of Directors of the Company or any successor to the
Company.
XI. Successors and Assigns
If the Company sells, assigns or transfers all or substantially all of
its business and assets to any person, excluding affiliates of the
Company, or if the Company merges into or consolidates or otherwise
combines with any person which is a continuing or successor entity,
then the Company shall assign all of its right, title and interest in
this plan as of the date of such event to the person which is either
the acquiring or successor corporation, and such person(s) shall assume
and perform from and after the date of such assignment all of the
terms, conditions and provisions imposed by this plan upon the Company.
In case of such assignment by the Company and of such assumption and
agreement by such person(s), all further rights as well as all other
obligations of the Company under this Agreement thenceforth shall cease
and terminate and thereafter the expression "the Company" wherever used
herein shall be deemed to mean such person(s).
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XII. Discontinuance of Contributions or Withdrawals
Discontinuance of contributions or withdrawals from the participant's
account shall be permitted only as a result of unanticipated, financial
emergency and hardship which is beyond the control of the participant
and only if this is necessary in light of the immediate and serious
financial need of the participant. The amount, if any, a participant
may withdraw or discontinue shall be determined by the Benefits
Administrative Committee in its sole and exclusive discretion, but may
not exceed the amount required to meet the participant's immediate
financial need by reason of such emergency or hardship. A participant
shall submit to the Benefits Administrative Committee a written request
to withdraw or discontinue which shall include financial data and other
information deemed necessary by the Benefits Administrative Committee
to support the request. In the event of a withdrawal or discontinuance
of contributions, payments to be made, pursuant to paragraph IV, shall
be reduced appropriately to reflect such discontinuance or withdrawal.
XIII. Miscellaneous
A. The plan shall be binding upon the participant, his or her
heirs, executors, administrators, successors and assigns and
Universal Foods Corporation and its successors and assigns. The
foregoing sentence shall not be construed as a waiver of the
provisions of paragraph VIII.
B. The benefits payable under the plan shall be independent of, and
in addition to, any other plan or agreement relating to a
participant's employment that may exist from time to time
between the parties hereto, or any other compensation payable by
Universal Foods Corporation to a participant, whether salary,
bonus or otherwise. The plan shall not be deemed to constitute a
contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of Universal Foods
Corporation to discharge a participant or restrict the right of
a participant to terminate his or her employment.
C. Notwithstanding the provisions of Section IV-B, in the event a
participant dies as a result of suicide within 25 calendar
months of the calendar month during which compensation is first
deferred pursuant to this plan, the beneficiary of such
participant shall not be entitled to a death benefit under
Section IV-B of the plan, but such beneficiary shall be entitled
to receive the single sum benefit determined in accordance with
the provisions of Section VI as if such deceased participant had
separated from service on the date of such participant's death.
D. In the event a participant's Qualified or Unfunded Retirement
Plan benefit should be reduced in any way by the deferral of
compensation under this plan, the equivalent of such lost
benefit will be restored by the Company at the time of the
participant's retirement or as mutually agreed upon between the
Company and the participant.
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AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
EXECUTIVE INCOME DEFERRAL PLAN
The Universal Foods Corporation Executive Income Deferral Plan ("the
Plan") is hereby amended, effective as of September 10, 1998, as set forth
below:
1. Section X(B) of the Plan is amended to read in its entirety as
follows:
B. For purposes of subsection (A) of this Section, the
term "change of control of the Company" means:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act") (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either
(A) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a Change of
Control: (1) any acquisition directly from the Company, (2)
any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the
Company or (4) any acquisition pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (iii) of
this Section; or
(ii) individuals who, as of September 10, 1998, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
September 10, 1998 whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
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(iii) consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the
acquisition of assets of another entity (a "Business
Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such business
combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be,
(B) no Person (excluding any employee benefit plan (or related
trust) of the Company or of such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business
Combination and (C) at least a majority of the members of the
board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or the
action of the Board, providing for such Business Combination;
or
(iv) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.