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EXHIBIT 10.2(v)
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SECTION 1. PURPOSE
Universal Foods Corporation (the "Company") hereby establishes a
non-qualified supplemental executive retirement plan for certain key
employees, as designated and described herein, which shall be known as
the Universal Foods Corporation SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(the "Plan").
The purpose of the Plan is to enable the Company to attract, retain,
and motivate certain key employees and to provide retirement and
survivor benefits for the employees, their surviving spouses and
designated beneficiaries.
SECTION 2. DEFINITIONS
For purposes of this Plan, certain words or phrases used herein will
have the following meanings:
A. "Board of Directors" means the Board of Directors of Universal
Foods Corporation.
B. "Disability" means permanent long-term disability for which
the Executive would be entitled to long-term disability
benefits under the Company's Disability Income Plan.
Determination of such Disability applied to this Plan shall be
made at the sole discretion of the Company and the decision of
the Company shall be final. During periods of determined
Disability, the
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Executive shall be considered to be in the full employ of the
Company for the purpose of this Plan.
C. "Executive" means a selected employee of the Company
designated to participate in the Plan by the Chief Executive
Officer.
D. "Fiscal Year" means the year beginning October 1 and ending
September 30.
E. "Company" means Universal Foods Corporation and all of its
wholly-owned subsidiaries.
F. "Normal Retirement Date" means the date the Executive attains
age 62; or such date after the Executive attains age 55 and
his or her age and years of continuous service with the
Company equals or exceeds 85.
G. "Early Retirement Date" means the date the Executive attains
age 55 and has completed 10 or more years of continuous
service with the Company.
SECTION 3. DESIGNATION OF EMPLOYEE PARTICIPATING IN PLAN
The Chief Executive officer shall have the sole discretion, from time
to time, to designate which employees shall participate in the Plan.
Such a designated employee shall be called "Executive."
If an Executive declines participation in the Plan at the time of the
offer from the Company, a Waiver of Participation form must be signed
(Exhibit A attached hereto and incorporated herein by reference).
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SECTION 4. EXECUTIVE CONTRIBUTION
A. PRE APRIL 1, 1991
Executives who have participated in the Company's Management
Split Dollar Life Insurance Plan prior to April 1, 1991 will,
in each of the first seven years of participation, contribute
an amount, based on IRS tables, equal to the term insurance
premium applicable to a life insurance benefit of 3 times the
Executive's base salary in effect for that Fiscal Year.
B. POST APRIL 1, 1991
Executives beginning participation on or after April 1, 1991
will, in each year until death or retirement, whichever occurs
earlier, contribute an amount, based on IRS tables, equal to
the term insurance premium applicable to a life insurance
benefit of 3 times the Executive's base salary in effect on
the date of acceptance into the Plan.
SECTION 5. BENEFITS
Participating Executives, their spouses and designated beneficiaries
shall be entitled to benefits under this Plan if the Executive is
employed by the Company at time of death or until his or her Early
Retirement Date, whichever occurs earlier.
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Survivor Income Benefit
The Executive will have a survivor income benefit payable to his or her
designated beneficiary for a guaranteed 20 year period. The benefit
will equal 25% of the Executive's base salary at the time of death or
the average base salary during the 60 highest paid consecutive calendar
months of the last 120 calendar months immediately prior to death,
whichever is greater.
Retirement Benefit
At retirement, the Executive may elect to continue in effect a survivor
income benefit payable to his or her designated beneficiary for a
guaranteed 20 year period. The benefit will equal 25% of the
Executive's base salary at the time of retirement or the average base
salary during the 60 highest paid consecutive calendar months of the
last 120 calendar months immediately prior to retirement, whichever is
greater.
(or)
At retirement, the Executive may elect to receive a supplemental
retirement income benefit payable to the Executive or his or her
designated beneficiary for a guaranteed 20 year period. The benefit
will be 25% of the Executive's base salary at the time of retirement or
the average base salary during the 60 highest paid consecutive calendar
months of the last 120 calendar months immediately prior to retirement,
whichever is greater.
(or)
At retirement, the Executive may elect to receive an actuarially
equivalent lifetime supplemental retirement income benefit in a joint
and survivor form. The amount payable under this election will be
reduced to cover the cost for providing the benefit over the life of
the Executive and the spouse. The benefit for a surviving
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spouse will be 50% of the benefit for the Executive. The minimum
benefit to be paid to the Executive, spouse, or designated beneficiary
will be equal to the guaranteed 20 year payout.
The actuarial reductions, from the guaranteed 20 year amount, to obtain
the 50% joint and survivor benefit are:
%
Age Reduction
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55 8
56 7
57 6
58 5
59 4
60 3
61 2
62 0
Early Retirement Benefit
The retirement benefit will be reduced 3% for each full year Early
Retirement precedes the Executive's Normal Retirement Date.
Limitation on Benefits
All benefits will be limited to the specified percentage of base
salary.
SECTION 6. MANNER OF PAYING BENEFITS
Within 60 days following the death or retirement of the Executive, an
initial benefit payment shall be made as defined under Section 5. All
subsequent benefits under this Plan shall accrue on the first day of
each succeeding month after death or retirement and shall be made on or
about such day during the period for which benefits are payable.
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SECTION 7. BENEFICIARY DESIGNATION
The benefits payable by the Company under Section 5 shall be paid as
they become due to the beneficiary or beneficiaries as designated by
the Executive in writing on the Beneficiary Designation form (Exhibit
B attached hereto and incorporated herein by reference). The Executive
shall have the right to change or amend such beneficiary designation
from time to time (without the consent of any prior beneficiary) by a
writing similarly filed. If the Executive fails to make such
beneficiary designation or if no beneficiary so designated survives
the Executive, payments shall be made as they become due to the duly
appointed personal representative of the estate of the Executive.
SECTION 8. TERMINATION OF EMPLOYMENT
If an Executive's employment with the Company is terminated prior to
the Executive's Early Retirement Date, either by the Company or by the
Executive, with or without cause, no further amounts shall be paid
under any provision of this Plan. Disability or death shall not be
deemed a termination of employment for purposes of this Section.
SECTION 9. DISABILITY
If the Executive becomes disabled under the Plan, Executive
contributions will be waived until the Executive returns to full
employment. Retirement benefits will not be payable under this Plan if
the Executive is receiving benefits under the Company's Disability
Income Plan.
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SECTION 10. TITLE TO LIFE INSURANCE
If the Company elects to purchase a life insurance contract to provide
the Company with funds to make payments hereunder, the Company shall at
all times be the sole owner of and beneficiary under such contract, and
shall have the unrestricted right to use all amounts and to exercise
all options and privileges thereunder without knowledge or consent of
the Executive, his or her designated beneficiary or any third party. It
being expressly agreed that neither the Executive, designated
beneficiary, nor any third party shall have any right, title or
interest whatsoever in or to any such contract.
SECTION 11. PAYMENTS ARE NOT SECURED
The Executive, his or her designated beneficiary or any third party
having or claiming a right to payments hereunder or to any interest in
this Plan shall rely solely on the unsecured promise of the Company and
nothing herein shall be construed to give the Executive, his or her
designated beneficiary or any third party any right, title, interest or
claim in or to any specific asset, fund, reserve, account or property
of any kind whatsoever owned by the Company or in which it may have any
right, title or interest now or in the future. The Executive shall have
the right to enforce his or her claim against the Company in the same
manner as any unsecured creditor.
SECTION 12. NON-ASSIGNABILITY OF BENEFITS
Except as permitted by Section 7, no rights of any kind under this Plan
shall without the written consent of the Company be transferable or
assignable by the Executive or any designated beneficiary or be subject
to alienation,
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encumbrance, garnishment, attachment, execution, levy or seizure by
legal process of any kind, voluntary or involuntary.
SECTION 13. AMENDMENT
This Plan may be amended at any time or from time to time by the
Company. Any amendment shall not reduce the benefit of any
participating Executive, or any party receiving benefits under this
Plan without a consent in writing by the affected Executive or party.
The failure of either the Company or any Executive to enforce any of
the provisions hereof shall not be deemed a waiver thereof. No
provision of this Plan shall be deemed to have been waived or modified
unless such waiver or modification shall be in writing and signed by
the appropriate party. The Company reserves the right to terminate the
Plan at any time. The termination of the Plan shall not affect the
benefits of any Executive, Executive's spouse or designated beneficiary
covered by the Plan, prior to termination.
SECTION 14. CHANGE OF CONTROL OF THE COMPANY
A. Notwithstanding any other provision of this Plan, including
specifically Sections 5 and 8 above, in the event of a change of
control of the Company, the Company shall continue to provide
the survivor income and retirement income benefits described in
Section 5 above for Executives participating in the Plan when
such change of control occurs. Further, any Executive whose
employment terminates for any reason after such change of
control occurs shall be eligible for the early retirement
benefits regardless of his or her age
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or period of continuous service as of the date of his or her
termination of employment, provided, however, the supplemental
retirement income benefit, if elected, will not commence until
the Executive attains age 55.
B. For purposes of subsection (A) of this section, the term
"change of control of the Company" means:
(i) The acquisition of more than 30% of the outstanding
shares of voting stock of the Company in whole or in
part 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;
or
(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
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foregoing transactions shall cease to
constitute a majority of the Board of Directors of
the Company or any successor to the Company.
SECTION 15. SUCCESSORS AND ASSIGNS
If the Company sells, assigns or transfers all or substantially all of
its business and assets to any party, excluding affiliates of the
Company, or if the Company merges into or consolidates or otherwise
combines with any party 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 party which is either the
acquiring or successor corporation, and such party shall assume and
perform from and after the date of such assignment all of the terms,
conditions and provisions imposed under this Plan by the Company. In
case of such assignment by the Company and such assumption and
agreement by such party all further rights as well as all other
obligations of the Company under this Plan thenceforth shall cease and
terminate and thereafter the expression "the Company" wherever used
herein shall be deemed to mean such party.
SECTION 16. NON-GUARANTEE OF EMPLOYMENT
This Plan shall not be construed as giving the Executive the right to
be retained as an employee of the Company for any period.
SECTION 17. VESTING
There is no vesting under the Plan.
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SECTION 18. MISCELLANEOUS
The Plan supersedes and modifies in all respects the Company's
Management Split Dollar Life Insurance Plan, as amended through
November 1, 1988.
SECTION 19. NOTICES
All notices, requests, demands and other communications under this Plan
shall be in writing and delivered in person or by certified mail,
postage prepaid as follows:
Company:
Universal Foods Corporation
433 East Michigan Street
Milwaukee, Wisconsin 53201
Attn: Vice President - Human Resources
Executive:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of
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(CORPORATE SEAL)
ATTEST
By:
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Secretary Vice President
Administration
---------------------------------
Executive
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Exhibit A
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WAIVER OF PARTICIPATION
On , I was given the opportunity to participate in
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the Universal Foods Corporation Supplemental Executive Retirement Plan. In
accordance with the policy established under the Plan, each designated Executive
is given 60 days from the notice of designation (the "Notice") to participate
before the offer is withdrawn, unless at a later date the offer is reinstated by
Universal Foods Corporation. I acknowledge and understand this limitation
relative to my participation in the plan.
Because the elapsed time since receipt of the Notice exceeds 60 days, there will
be no benefits available to me or to any of my beneficiaries under the Plan. I
further understand that my future participation in the Plan is solely within the
discretion of Universal Foods Corporation.
Date:
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(Witness) (Signature)
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Exhibit B
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Beneficiary Designation
I, , hereby designate the following as my Primary
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Beneficiary under my Supplemental Executive Retirement Plan with Universal Foods
Corporation:
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Primary Beneficiary's Name Relationship to Me
If the Primary Beneficiary does not survive me or survives me, but dies before
actual payment in full of my benefits, or if there be no named Primary
Beneficiary, the remaining portion of my benefits shall be paid in equal shares
to the following Contingent Beneficiaries.
- ---------------------------------- ------------------------------------
Contingent Beneficiary's Name Relationship to Me
- ---------------------------------- ------------------------------------
Contingent Beneficiary's Name Relationship to Me
- ---------------------------------- ------------------------------------
Contingent Beneficiary's Name Relationship to Me
Upon the death of a Contingent Beneficiary, any remaining portion of said
benefits shall be paid in equal shares to his or her children living at the time
each payment is to be made in accordance with the Plan. Upon the death of a
Contingent Beneficiary who is not survived by a child or children, or upon the
death of the last surviving child of a Contingent Beneficiary, any remaining
portion of his or her beneficial interest shall be paid in equal shares to the
then living Contingent Beneficiaries and the children of any then deceased
Contingent Beneficiaries, any such child or children to be paid (as described in
the preceding sentence) only the share the parent would receive if living.
If none of the foregoing persons are living when any benefits under the Plan are
payable, any remaining installments shall be paid to the personal representative
of my estate.
This form constitutes a revocation in full of any Beneficiary Designations
previously made by me and may be changed or revoked by me at any time, provided
that such subsequent designations be in writing and filed with Universal Foods
Corporation.
Witness: Date:
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(Cannot be a Beneficiary) Signature of Employee
Receipt of the above Beneficiary Designation is hereby acknowledged by:
UNIVERSAL FOODS CORPORATION
Date: By:
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AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Universal Foods Corporation Supplemental Executive Retirement Plan
("the Plan") is hereby amended, effective as of September 10, 1998, as set forth
below:
1. Section 14(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.