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EXHIBIT 10.2(u)
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UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR DIVISION MANAGEMENT
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I. THE PLAN
The name of this Plan is the Universal Foods Corporation Management
Incentive Plan for Division Management. The purpose of the Plan is to
promote the interests of the shareholders and to provide incentive to
those Division 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. "Actual Average Assets Managed" means the twelve-month average of
month-end balances of key assets and liabilities subject to
Division, Business Unit or Unit control, as defined in Exhibit
B,2b) and c).
B. "Actual Sales Operating Profit" means profit reported on the
Company's sales operating reports, as defined in Exhibit B,2a) and
c).
C. "Bonus Award" means an award, either paid currently or paid on a
deferred basis, as the result of the operation of this Plan.
D. "Business Unit" means a segmented profit center within a Division.
E. "Unit" means a segmented profit center within a Business Unit.
F. "Company" means Universal Foods Corporation.
G. "Division" means a business entity designated as such by the
Corporation normally segmented based on product line.
H. "Employee" means any employee regularly employed by Universal
Foods Corporation or any of its subsidiaries and paid on a salary
basis.
I. "Fiscal Year Salary" means base pay earned during the period
October 1 through September 30 of each Company operating year
exclusive of any incentive or supplemental payments by the
Company.
J. "Plan" means this Management Incentive Plan for Division
Management.
K. "Targeted Average Assets Managed" means the Division, Business
Unit or Unit Average Assets Managed scheduled per Exhibit B,2a.
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MANAGEMENT INCENTIVE PLAN FOR DIVISION MANAGEMENT
PAGE 2
L. "Targeted Profit" means the Division, Business Unit or Unit profit
objective scheduled per Exhibit B,2a.
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
Participation in the Plan shall be in accordance with the Regulations.
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, based on recommendations from the
Division President or other Corporate Officer.
B. Not all key Division or Business Unit employees need be selected
as participants, and selection as a participant does not ensure
selection in future plans, if such plans should be implemented.
C. At the end of the fiscal year, the Division President shall
recommend to the Chairman and Chief Executive Officer the amount
of the 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 Bonus Awards shall be made and his/her
determination of the amounts and methods of payment 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. BONUS PROVISION
All Bonus Awards under this Plan will be budgeted and funded within the
operations of the specific Division/Business Unit/Unit in which
participants are employed.
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MANAGEMENT INCENTIVE PLAN FOR DIVISION MANAGEMENT
PAGE 3
VII. 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" whenever used herein shall be deemed to mean such
person(s).
VIII. MISCELLANEOUS
A. All expenses incurred in interpreting and administering the Plan
shall be charged against the Division.
IX. PLAN AMENDMENTS
The Chairman and Chief Executive Office may suspend or discontinue the
Plan at anytime.
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EXHIBIT A - REGULATIONS
DIVISION MANAGEMENT
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UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR DIVISION MANAGEMENT
REGULATIONS F-99
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These Regulations apply to the Division 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
Division, Business Unit or Unit and 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 Division, Business Unit or Unit
activity, 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 target objectives (Actual Sales
Operating Profit).
5. The Bonus Award amount may, on the recommendation of the Chairman
and Chief Executive Officer and approval of the Committee, 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 their receiving the Bonus Award
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.
9. For the purpose of determining the appropriate Plan Award, profit
changes due to fluctuation in currency exchange or internal hedges
will not be considered. International business unit profit
performance will be based upon actual vs. budget comparisons in
local currencies.
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EXHIBIT A - REGULATIONS
DIVISION MANAGEMENT
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10. Upon the recommendations of the Senior Corporate Officers, the
Chairman and Chief Executive Officer may approve special
adjustments to Incentive Targets 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.
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EXHIBIT B - PERFORMANCE MEASURES
DIVISION MANAGEMENT
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UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR DIVISION MANAGEMENT
PERFORMANCE MEASURES F-99
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MAXIMUM BONUS AWARD AS
PARTICIPANT NAME: PERCENTAGE OF FISCAL YEAR
SALARY:
TITLE:
1. The method by which the Bonus Awards will be earned has been designed to
encourage the following:
a) The setting of realistic operating budgets and performance thereto.
b) The improvement of return on investment through maximization of
profits and careful utilization of corporate assets.
2. Participants will receive their Bonus Award in accordance with the
applicable Division, Business Unit or Unit Schedules (Exhibit C) for Sales
Operating Profit or Sales Margin.
a) Actual Sales Operating Profit for the Division is the profit reported
on the Company's sales operating reports adjusted by adding back any
interest expense, foreign taxes, or goodwill amortization which had
been charged against the reported profit.
b) Actual Average Assets Managed is the twelve-month average of
month-end balances of key assets and liabilities subject to Division
control consisting of accounts receivable, inventories, accounts
payable, accrued expenses and any other assets or liabilities
specifically identifiable with a Division and so specified prior to
the beginning of the fiscal year (such as advances to suppliers,
deferred farming costs, etc.).
c) Adjustments
If the Actual Assets Managed for the Division during the fiscal year
exceed the Targeted Assets Managed, the increase will be multiplied
by 25% and added to the Targeted Profit as a charge for the use of
additional capital.
If the Actual Average Assets Managed for the Division during the
fiscal year are less than the Targeted Average Assets Managed, the
reduction will be multiplied by 25% and subtracted from the Targeted
Profit as a credit for the reduction in capital utilized.
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EXHIBIT C
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UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN FOR DIVISION MANAGEMENT
PERFORMANCE MEASURES-SCHEDULE F-99
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PARTICIPANT NAME TITLE
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Actual Sales Operating Profit | % of Formula Award Earned
as a % of Targeted Profit |
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Targeted Sales Operating Profit $
Targeted Average Assets Managed $
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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.
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TO: RICHARD CARNEY
VICE PRESIDENT, HUMAN RESOURCES
UNIVERSAL FOODS CORPORATION
433 E. Michigan Street, Milwaukee, WI 53202
FROM:
DATE: , 1998
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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
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(Signature)