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EXHIBIT 10.2(r)
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR ELECTED CORPORATE OFFICERS
I. THE PLAN
The name of this Plan is the Universal Foods Corporation Management
Incentive Plan for Elected Corporate Officers. The purpose of this Plan
is to promote the interests of the shareholders and to provide
incentive to those elected officers who can contribute most to the
profitability of the Company. It is separate and distinct from other
Company incentive plans currently in effect.
II. DEFINITIONS
In this Plan, the terms used will have the following definitions:
A. "Board of Directors" means the Board of Directors of Universal
Foods Corporation.
B. "Bonus Award" means an award, either paid currently or paid on
a deferred basis, as the result of the operation of this Plan.
C. "Bonus Provision" means monies available for distribution as
Bonus Awards as the result of the operation of this Plan.
D. "Committee" means the committee provided for in Section III.
E. "Company" means Universal Foods Corporation.
F. "Employee" means any employee regularly employed by Universal
Foods Corporation or any of its subsidiaries and paid on a
salary basis.
G. "Fiscal Year Salary" means base pay earned during the period
October 1 through September 30 each Company operating year
exclusive of any incentive or supplemental payments by the
Company.
H. "Independent Auditors" means with respect to any fiscal year,
the independent public accounts appointed by the Board of
Directors to certify to the Board of Directors the financial
statements of the Company.
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MANAGEMENT INCENTIVE PLAN FOR ELECTED CORPORATE OFFICERS
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I. "Operating Income After Taxes" is defined as net earnings, as
shown in the Company's Statement of Consolidated Earnings as
certified by the Company's Independent Auditors, plus the
after-tax costs of interest on long-term and short-term debt
and the Bonus Awards for that fiscal year. This amount shall
be further adjusted for extraordinary items of income or
expense if, in the opinion of the Committee, it is appropriate
to do so.
J. "Plan" means this Management Incentive Plan for Major
Corporate Executives.
K. "Subsidiary" means with respect to any year, any corporation
in which Universal Foods Corporation owns a stock interest of
more than 50%, and the financial results of whose operations
are consolidated with those of the Company in the financial
statements included in the annual report to shareholders for
that year.
III. COMMITTEE
A. The Board of Directors shall appoint a Compensation and
Development Committee composed of at least three
non-management members of the Company's Board of Directors.
This Committee shall be known as the "Committee" and shall
have full power and authority to interpret and administer the
Plan in accordance with the Regulations. No member of the
Committee shall be eligible to participate in the Plan while a
member of the Committee.
B. The Board of Directors may, from time to time, remove members
from the Committee or add members thereto; and vacancies on
the Committee, however caused, shall be filled by action of
the Board of Directors. The Committee shall select one of its
members as Chairman and shall hold its meetings at such times
and places as it may determine. A majority of its members
shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of
the members of the Committee shall be as fully effective as if
it had been made at a meeting of the Committee duly called and
held. The members of the Committee may receive such
compensation for their services as the Board of Directors may
determine.
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MANAGEMENT INCENTIVE PLAN FOR ELECTED CORPORATE OFFICERS
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IV. PLAN ADMINISTRATION
The Committee shall have the power to adopt eligibility and other rules
not inconsistent with the provisions of the Plan (hereinafter referred
to as the "Regulations" and attached hereto as "Exhibit A") for the
administration thereof and to alter, amend, or revoke any Regulations
so adopted.
V. PLAN PARTICIPATION
Participation in the Plan shall be in accordance with the Regulations.
A. At the beginning of each fiscal year, the Chairman, President
and Chief Executive Officer shall submit to the Committee a
written list of recommended participants in the Plan for that
year.
B. Not all officers and major executives need to be selected as
participants, and selection as a participant one year does not
automatically ensure selection in future years.
C. At the end of each fiscal year, the Chairman, President and
Chief Executive Officer shall submit to the Committee a
written list of recommendations as to the amount of Bonus
Award each participant in the Plan should receive for that
fiscal year.
D. The Committee's selection of the Employees to whom a Bonus
Award shall be made and its determination of the amount and
method of payment of each such Bonus Award shall be final.
E. This Plan is not a part of the Company's regular compensation
plan nor is it part of the Employee's regular compensation.
VI. BONUS AWARD
The performance measurement upon which the Bonus Award is based is
determined in accordance with the Regulations for each fiscal year.
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VII. CHANGE OF CONTROL OF COMPANY
In the event of a change of control of the Company in accordance with
an Employee's Severance or Employment Agreement and the Employee's
subsequent termination of employment without cause by the successor
entity, the "Change of Control Benefits" under the Employee's Severance
or Employment Agreement in respect to this Plan shall be received as a
severance payment by the Employee.
VIII. 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 the Company and of 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).
IX. PLAN AMENDMENTS
The Board of Directors may suspend or discontinue the Plan at anytime.
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UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR ELECTED CORPORATE OFFICERS
REGULATIONS F-99
These Regulations apply to the Elected Corporate Officers Management Incentive
Plan for the fiscal year October 1, 1998 through September 30, 1999.
1. Participants will be notified of their selection and be provided with a
copy of the Plan with specific provisions related to their level of
participation.
2. An Employee may be selected as a participant after the beginning of a
fiscal year and, if eligible, may receive, at the discretion of the
Committee, a Bonus Award prorated to reflect duration of Plan
participation.
3. A participant may receive a Bonus Award based on prorated participation
in more than one plan, if eligible to do so, under provisions of the
plan(s).
4. The Bonus Award granted to individual participants shall be based upon
achievement of defined EPS objectives and, in certain cases, division
sales operating profit as defined by the Management Incentive Plan for
Division Presidents, copy attached if applicable.
5. The following schedule shows the maximum Bonus Award, as a percent of
Fiscal Year Salary, that may be granted to various levels of participants
under the Plan:
Division
Title/Level EPS SOP Total
----------- --- --- -----
Chairman, President & r 85.0% 00.0% 85%
Chief Executive Officer
Vice President-Group Executive
Vice President & Chief Financial Officer
Vice President, Administration 65.0% 0.00% 65%
Divisional Presidents 18.0% 42.0% 60%
Corporate Staff Officers 45.0% 0.00% 45%
6. The bonus award amount may, at the sole discretion of the Chairman,
President and Chief Executive Officer, be adjusted up or down by five to
twenty percent (5% to 20%) to recognize individual performance.
7. The Bonus Award shall not be paid to participants who resigned or were
discharged for cause prior to their receiving the Bonus Award unless the
Committee decides otherwise.
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MANAGEMENT INCENTIVE PLAN FOR ELECTED CORPORATE OFFICERS
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8. If an Employee ceases to be a Plan participant during the fiscal year as
a result of death, disability, or retirement under the Company's ESOP,
the Employee or his/her estate may, at the discretion of the Committee,
receive a pro-rata Bonus Award based upon the number of months spent as a
participant.
In such cases, the Committee may, at its discretion, increase the Bonus
Award up to, but not in excess of, the amount that would have been earned
for a full year of participation
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EXHIBIT B - PERFORMANCE MEASURES
ELECTED CORPORATE OFFICERS
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR ELECTED CORPORATE OFFICERS
PERFORMANCE MEASURES F-99
NAME TITLE
- ---- -----
MAXIMUM BONUS AWARD AS PERCENTAGE
OF FISCAL YEAR SALARY
- -------------------------------------------------------------------------------
DIVISION
EPS SOP TOTAL
--- --- -----
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EXHIBIT C - PERFORMANCE MEASURES - SCHEDULE
ELECTED CORPORATE OFFICERS
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR ELECTED CORPORATE OFFICERS
PERFORMANCE MEASURES-SCHEDULE F-99
GUIDELINES
Upon the determination of the amount of the Bonus Provision for the fiscal year,
an amount may be awarded by the Committee as a Bonus Award to selected Plan
participants according to the following guidelines:
1. Formula Award
The F-99 objective is to attain a Corporate Earnings Per Share
for the fiscal year of $_________ (Target).
EARNINGS PER SHARE (EPS) PERCENTAGE OF
FORMULA AWARD
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
55%
60%
65%
72%
79%
86%
93%
100%
2. Special Adjustments
Upon the recommendation of the Chairman, President and Chief
Executive Officer, the Committee may approve special
adjustments to Earnings Per Share necessary to give
consideration to unbudgeted and/or unplanned situations which
developed after finalization of the operating budget. Such
adjustments will be submitted for consideration only if
required to correct major inequities.