1
EXHIBIT 10.2(t)
- --------------------------------------------------------------------------------
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR CORPORATE MANAGEMENT
- --------------------------------------------------------------------------------
I. THE PLAN
The name of this Plan is the Universal Foods Corporation Management
Incentive Plan for Corporate Management. The purpose of this Plan is to
promote the interests of the shareholders and to provide incentive to
those corporate management employees 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 a
Bonus Award as the result of the operation of this Plan.
D. "Company" means Universal Foods Corporation.
E. "Employee" means any employee regularly employed by Universal
Foods Corporation, and paid on a salary basis.
F. "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.
G. "Independent Auditors" means with respect to any fiscal year, the
independent public accountants appointed by the Board of Directors
to certify to the Board of Directors the financial statements of
the Company.
H. "Earnings per share" is defined as net basis earnings per share,
as shown in the Company's Statement of Consolidated Earnings as
certified by the Company's Independent Auditors. Earnings per
share shall be further adjusted for extraordinary items of income
or expense if, in the opinion of the Chairman and the President
and Chief Executive Officer, it is appropriate to do so.
I. "Plan" means this Management Incentive Plan for Corporate
Management.
2
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
PAGE 2
J. "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. PLAN ADMINISTRATION
The Board of Directors of Universal Foods Corporation has delegated to
the Chairman and Chief Executive Officer the authority 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.
IV. PLAN PARTICIPATION
A. At the beginning of the fiscal year, the Chairman and Chief
Executive Officer shall determine who should participate in the
Plan for that fiscal year.
B. Not all management employees need be selected as participants, and
selection as a participant one year does not automatically ensure
selection in future years, if such Plans should be implemented.
C. At the end of each fiscal year, the Chairman and Chief Executive
Officer shall determine the amount of Bonus Award each participant
in the Plan should receive for that fiscal year.
D. The Chairman and Chief Executive Officer'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.
V. BONUS AWARDS
The performance measurement upon which the Bonus Award is based is
determined in accordance with the Regulations for each fiscal year.
VI. 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
3
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
PAGE 3
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).
VII. PLAN AMENDMENTS
The Chairman and Chief Executive Officer may suspend or discontinue
the Plan at anytime.
4
EXHIBIT A - REGULATIONS
CORPORATE MANAGEMENT
- --------------------------------------------------------------------------------
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR CORPORATE MANAGEMENT
REGULATIONS F-99
- --------------------------------------------------------------------------------
These Regulations apply to the Corporate 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 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.
5. The bonus award amount may, at the decision of the Chairman and Chief
Executive Officer, be adjusted up or down by five to twenty percent (5%
to 20%) to recognize individual performance.
6. If an Employee ceases to be a Plan participant during the fiscal year,
but remains in the Company's service, the Employee may, at the
discretion of the Chairman and Chief Executive Officer, receive a
pro-rata Bonus Award based upon the number of months spent as a
participant.
7. The Bonus Award shall not be paid to participants who resigned or were
discharged for cause prior to the completion of the fiscal year of the
Plan unless the Chairman and Chief Executive Officer decides otherwise.
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
Chairman and Chief Executive Officer, receive a pro-rata Bonus Award
based upon the number of months spent as a participant.
In such cases, the Chairman and Chief Executive Officer may increase
the Bonus Award up to, but not in excess of, the amount that would have
been earned for a full year of participation.
5
EXHIBIT B - PERFORMANCE MEASURES
CORPORATE MANAGEMENT
- --------------------------------------------------------------------------------
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR CORPORATE MANAGEMENT
PERFORMANCE MEASURES F-99
- --------------------------------------------------------------------------------
NAME TITLE
---- -----
"PARTICIPANT_NAME" "TITLE"/"BUSINESS_UNIT"
MAXIMUM BONUS AWARD AS PERCENTAGE
OF FISCAL YEAR SALARY
-----------------------------------------------
6
F-99 MANAGEMENT INCENTIVE PLAN
REQUEST FOR JANUARY 2000 PAYMENT
For the fiscal year ending September 30, 1999, the Company plans to date and
distribute all incentive compensation checks on or before December 15, 1999. If
you prefer to have your payment deferred until January 2000, please complete the
attached form and return it to Richard Carney no later than December 31, 1998.
- --------------------------------------------------------------------------------
TO: RICHARD CARNEY
VICE PRESIDENT, HUMAN RESOURCES
UNIVERSAL FOOD CORPORATION
433 E. Michigan Street, Milwaukee, WI 53202
FROM:
DATE: ____________________, 1998
RE: COMPENSATION PAYMENT DEFERRAL REQUEST
I request and agree that my incentive compensation check for the year ending
September 30, 1999 be dated and distributed in January 2000.
X
- ------------------------------------
Signature