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EXHIBIT 10.2 (w)
UNIVERSAL FOODS SUPPLEMENTAL BENEFIT PLAN
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UNIVERSAL FOODS SUPPLEMENTAL BENEFIT PLAN
Section 1. Purpose.
The purpose of this Plan is to reimburse certain employees for various
reductions in qualified plan benefits in the Universal Foods Retirement Employee
Stock Ownership Plan, the Universal Foods Transition Retirement Plan, the
Universal Foods Corporation Savings Plan, and the Universal Foods
Corporation Retirement Plan - General Participating Group, which reductions are
caused by (i) restrictions in Sections 401(a)(17), 410, or 415 of the Internal
Revenue Code, (ii) the maximum limitation on employer and employee contributions
under Code Sections 401(k), 401(m), and 402(g), and (iii) the deferral of a
portion of their cash compensation pursuant to nonqualified deferred
compensation arrangements.
Section 2. Definitions.
(a) "Benefits Administrative Committee" means the Benefits
Administrative Committee of the Company appointed by the Oversight Committee.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Company" means Universal Foods Corporation or any successor
thereto.
(d) "Deferred Compensation Limit" means the limitations, if any,
imposed by the Internal Revenue Service on the recognition by qualified
retirement plans of the amount of any direct cash compensation deferred pursuant
to the Universal Foods Corporation Executive Income Deferral Plan and the
Universal Foods Corporation Management Income Deferral Plan as adopted June ll,
1987 and amended from time to time.
(e) "Employer" means the Company and any subsidiary or affiliate of the
Company.
(f) "ESOP" means the Universal Foods Retirement Employee Stock
Ownership Plan as amended from time to time.
(g) "Executive" means any employee of an Employer who is specifically
designated by the Benefits Administrative Committee, on attached Appendix A, as
eligible to participate in this Plan.
(h) "415 Limit" means the limitations imposed by Code Section 415 on
benefits and/or contributions for qualified retirement plans.
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(i) "Oversight Committee" means the Oversight Committee of the Board of
Directors of the Company.
(j) "Plan Account" means a bookkeeping account maintained by the
Benefits Administrative Committee for each Executive which determines the value
of certain supplements hereunder from time to time.
(k) "Rabbi Trust" means the trust established pursuant to the Trust
Agreement dated January 18, 1988 between the Company and Marshall & Ilsley Trust
Company which applies to various nonqualified deferred compensation programs for
employees of the Company.
(1) "Retirement Plan" means the Universal Foods Corporation Retirement
Plan-General Participating Group as in effect on December 31, 1988.
(m) "Savings Plan" means the Universal Foods Corporation Savings Plan
as amended from time to time.
(n) "Transition Plan" means the Universal Foods Transition Retirement
Plan as amended from time to time.
(o) "$200,000 Limit" means the limitation imposed by Code Section
401(a)(17) on a participant's annual compensation for purposes of calculating
benefits under qualified retirement plans.
(p) "UFC Stock" means common stock of the Company and/or noncallable
preferred stock of the Company which is convertible into common stock of the
Company.
Section 3. Retirement Plan Supplement.
(a) Effective October 1, 1982, the Universal Foods Corporation Unfunded
Retirement Plan (the "Unfunded Plan") was adopted to provide eligible employees
the benefits lost under the Retirement Plan on account of the benefit
limitations of Code Section 415. The Unfunded Plan is being merged into this
Plan as of December 31, 1988, and any and all rights of employees or former
employees under the Unfunded Plan shall be converted to the benefits paid
hereunder.
(b) Eligible Executives are those Executives who as of December 31,
1988 are entitled to an accrued benefit under the Retirement Plan which is less
than the Retirement Plan formula would otherwise provide as of such date on
account of the 415 Limit and/or the Deferred Compensation Limit (such difference
being the "excess benefit" for purposes of this Section 3).
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(c) The benefit under this Section 3 shall be the lump sum actuarial
equivalent (using the actuarial assumptions employed to determine the "ESOP
Transfer" amount from the Retirement Plan) of the excess benefit. Such lump sum
amount, calculated as of the date of the actual ESOP Transfers from the
Retirement Plan to the ESOP, shall accrue interest at eight and one-quarter
percent (8-1/4%) through September 25, 1989. Such lump sum amount plus interest
shall be allocated to the Executive's Plan Account as of September 25, 1989.
Section 4. Savings Plan Matching Supplement.
As of September 30, 1989 and each September 30 thereafter, an
Executive's Plan Account shall be allocated an amount equal to the difference
between (A) and (B), where:
(A) is the amount of matching Employer contributions that would
have been allocated to the account of the Executive for such year
under the Savings Plan, assuming:
(1) the Executive had made the maximum pre-tax
deposits for the year,
(2) the 415 Limit and $200,000 Limit were
inapplicable, and
(3) the limitations on employer and employee
contributions under Code Sections 401(k),
401(m), and 402(g) were inapplicable, and
(B) is the actual matching Employer contribution allocable to
the Executive's Savings Plan account for the year.
Section 5. ESOP Supplement.
As of September 30, 1989 and each September 30 thereafter, an
Executive's Plan Account shall be allocated an amount equal to the difference
between (A) and (B), where:
(A) is the amount of allocations that would have been made to
the account of the Executive for such year pursuant to Section
4.02 of the ESOP, assuming the 415 Limit, the $200,000 Limit,
and the Deferred Compensation Limit were inapplicable; and
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(B) is the actual Section 4.02 allocation to the Executive's
ESOP account for the year.
Section 6. Transition Supplement.
As of September 30, 1989 and each September 30 thereafter, an
Executive's Plan Account shall be allocated an amount equal to the amount of
allocations that would have been made to the account of the Executive for such
year pursuant to Section 4.02 of the Transition Plan, assuming the 415 Limit
were inapplicable and the Executive were a participant in the Transition Plan
with the benefit determined by the Benefits Administrative Committee. This
Transition Supplement shall be the Executive's applicable dollar amount for such
year as specified in Appendix A attached hereto.
Section 7. Valuation Adjustments to Excess Plan Account.
(a) The Benefits Administrative Committee shall maintain a
bookkeeping record of the Plan Account for each Executive. The amount in each
Account shall be adjusted from time to time by the allocations provided in
Sections 3, 4, 5 and 6 above, the distributions provided in Section 8 below, and
the adjustments for valuation specified below.
(b) As of September 30, 1989, the portion of a Plan Account
attributable to the Retirement Plan Supplement shall reflect the fair market
value of the segregated assets in the Rabbi Trust attributable thereto as of
such date.
(c) The portions of a Plan Account attributable to the ESOP
Supplement and Transition Plan Supplement and, after September 30, 1989, the
Retirement Plan Supplement shall reflect the actual investment performance of
the Executive's account under the ESOP. In the event the Executive has no such
account, the Plan Account shall reflect the actual investment performance of the
UFC Stock account under the ESOP.
(d) The portion of a Plan Account attributable to the Savings Plan
Matching Supplement shall be treated as being invested fully in the UFC Stock
Fund under the Savings Plan.
(e) In the event that the Benefits Administrative Committee utilizes
the Rabbi Trust pursuant to Section 9 below, the actual earnings of the assets
in the Rabbi Trust shall be irrelevant with respect to the value of an
Executive's
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Plan Account except as described in (b) above. The adjustments to a portion of a
Plan Account attributable to a particular Supplement, as required above, shall
be made on the same dates that the valuations are conducted for the plan to
which the particular Supplement relates or more frequently as determined by the
Benefits Administrative Committee.
Section 8. Benefit Payments.
(a) An Executive shall only be vested in the Plan Account if such
Executive is vested pursuant to the terms of the ESOP. Consistent with Section
5.08 of the ESOP, the Plan Accounts shall be fully vested and nonforfeitable in
the event of a "change of control of the Company" which for this purpose means:
(i) the acquisition of more than eighty-five percent (85%)
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
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Board of Directors of the Company or any successor to
the Company.
(b) Distribution of the vested Plan Account of an Executive
shall be made in a lump sum cash payment within sixty (60) days after
the end of the calendar quarter in which occurs the Executive's
termination of employment with the Employers.
(c) In the event the Executive dies prior to receipt of the
Executive's Plan Account and either (i) the Executive's Account is
vested pursuant to (a) above or (ii) the Executive dies while employed
with the Employers, the amount of such Account shall be paid to the
beneficiary designated by the Executive in a lump sum cash payment
within sixty (60) days after the end of the calendar quarter in which
the Executive's death occurs. A beneficiary may be designated by the
Executive by a written statement to such effect filed with the Chairman
of the Benefits Administrative Committee. In the event no beneficiary
is validly designated or the designated beneficiary predeceased the
Executive, the Executive's estate shall be the beneficiary hereunder.
(d) In the event the Rabbi Trust invests in UFC Stock as an
asset attributable to the Plan, an Executive or beneficiary eligible
for a cash lump sum payment may elect to receive such distribution in
UFC Stock in lieu of cash, but only to the extent and pursuant to the
rules established by the Benefits Administrative Committee from time
to time.
Section 9. Rabbi Trust.
(a) The Plan Account is utilized solely as a device for the
measurement and determination of the amount to be paid to an Executive
hereunder. Neither the Plan Accounts nor any other reserve established
on the Company's books to reflect the liabilities under this Plan shall
constitute or be treated as a trust fund of any kind.
(b) Notwithstanding (a) above, the Company shall periodically
fund the Rabbi Trust in order to maintain sufficient assets therein to
equal the value from time to time of the Plan Accounts.
(c) In the event the Rabbi Trust invests in UFC Stock as an
asset attributable to the Plan, prior to an occasion for the exercise
of UFC Stock voting rights, the Benefits Administrative Committee shall
provide each Executive with notification of such occasion together with
any other information being provided by the Company to its shareholders
with respect to such occasion. Each Executive is entitled to direct the
Benefits Administrative Committee as to the
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manner in which the portion of the UFC Stock owned by the Rabbi Trust
attributable to his Plan Account is to be voted on such occasion; provided,
that, with respect to any fractional share of such UFC Stock, it shall be
combined with fractional shares in other Plan Accounts to be voted to reflect,
to the extent the Benefits Administrative Committee determines it is possible,
the directions of the Executives with fractional shares attributable to their
Plan Accounts. The voting directions with respect to the UFC Stock of all
Executives shall be communicated by the Benefits Administrative Committee to
the Trustee for voting in accordance therewith; provided that the voting rights
of any UFC Stock for which no direction is received, shall be exercised as
directed by the Benefits Investment Committee of the Company in a manner it
determines to be in the best interests of Participants.
(d) In the event of any tender offer for shares of UFC Stock held in
the Rabbi Trust attributable to the Plan, the Benefits Administrative Committee
shall provide each Executive with notification of such tender offer together
with any other information being provided to Company shareholders in connection
with the tender offer. Each Executive is entitled to direct the Trustee as to
whether or not and, if so, to what extent the portion of the UFC Stock owned by
the Rabbi Trust attributable to his Plan Account is to be tendered in response
to such tender offer. Any directions shall be communicated to the Trustee for
responding to the tender offer in accordance therewith; provided that with
respect to any UFC Stock for which no direction is received, the Benefits
Investment Committee of the Company shall direct the Trustee to respond to the
tender offer in a manner such Committee determines to be in the best interests
of participants in the Plan.
Section 10. Inter-Employer Reimbursements.
Although any benefit payments or contributions to the Rabbi Trust
hereunder shall be made by the Company, it shall be determined by the Benefits
Administrative Committee whether any portion thereof is allocable to any other
Employer on account of its employment of the applicable Executive. In any such
case, the Company shall be reimbursed by such other Employer in the amount and
manner determined by the Benefits Administrative Committee pursuant to uniformly
applicable procedures.
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Section 11. Non-Alienation of Benefits.
Neither an Executive nor his designated beneficiaries shall have the
power to transfer, assign, anticipate or otherwise encumber in advance any of
the payments provided in this Plan; nor shall any of said payments, nor any
assets or funds of the Company or any Employer be subject to seizure for the
payment of any of the Executive's or his beneficiaries' judgments, alimony or
separate maintenance or be reached or transferred by operation of law in the
event of the bankruptcy or insolvency of the Executive or any beneficiary.
Section 12. Administration.
The Benefits Administrative Committee shall have all such powers that
may be necessary to carry out the provisions of the Plan, including without
limitation, the power to delegate administrative matters to other persons, to
construe and interpret the Plan, to adopt and revise rules, regulations and
forms relating to and consistent with the Plan's terms, to amend Appendix A, as
referenced in Section 2(g) hereof, in its sole discretion thereby adding or
deleting any Executive or the Supplements which any Executive is eligible to
receive under this Plan, and to make any other determination which it deems
necessary or advisable for the implementation and administration of the Plan.
Subject to the foregoing, all decisions and determinations by the Benefits
Administrative Committee shall be final, binding and conclusive as to all
parties, including without limitation any Executive and all other employees and
persons. The Benefits Administrative Committee shall calculate the supplements
in Sections 3, 4, 5 and 6 hereof in a manner which avoids duplicative benefits.
Section 13. Limitation of Rights Against the Employers.
Participation in this Plan, or any modifications thereof, or the
payments of any benefits hereunder, shall not be construed as giving to any
Executive any right to be retained in the service of the Employers, limiting in
any way the right of the Employers to terminate such Executive's employment at
any time, evidencing any agreement or understanding express or implied, that the
Employers will employ such Executive in any particular position or at any
particular rate of compensation and/or guaranteeing such Executive any right to
receive any other form or amount of remuneration from the Employers.
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Section 14. Construction.
The Plan shall be construed, administered and governed in all respects
under and by the laws of the State of Wisconsin. Wherever any words are used
herein in the masculine, they shall be construed as though they were used in the
feminine for all cases where they would so apply; and wherever any words are
used herein in the singular or the plural, they shall be construed as though
they were used in the plural or the singular, as the case may be, in all cases
where they would so apply. The words "hereof", "herein", "hereunder" and other
similar compounds of the word "here" shall mean and refer to this entire
document and not to any particular paragraph.
Section 15. Amendment or Termination of the Plan.
The Oversight Committee shall have the right to amend, modify,
terminate or discontinue the Plan at any time; and such action shall be final,
binding and conclusive as to all parties, including any Executive, any
beneficiary thereof and all other Employers' employees and persons.
Notwithstanding the foregoing, any such Oversight Committee action to terminate
or discontinue the Plan or to change the payment amounts or the time and manner
of payment thereof as then provided in the Plan shall not be effective and
operative with respect to benefits accrued as of such date, unless and until
written consent thereto is obtained from each Executive affected by such action
or, if any such Executive is not then living, from the beneficiary thereof.
Section 16. Relationship to Employment Agreements.
Except as otherwise expressly provided herein, this Plan does not
affect the rights of any Executive under any employment or other compensation
agreement with an Employer covering such Executive. This Plan supersedes and
eliminates as a separate benefit the Universal Foods Corporation Unfunded
Retirement Plan with respect to any Executive covered thereby who executes an
acceptance in the form approved by the Benefits Administrative Committee. An
Executive who is entitled to a benefit under the Universal Foods Corporation
Unfunded Retirement Plan who fails to execute the acceptance shall be entitled
to all benefits accrued as of December 31, 1988 under the terms of such Unfunded
Retirement Plan but shall not have any Plan Account hereunder.
Section 17. Successors and Assigns.
The terms and conditions of the Plan, as amended and in effect from
time to time, shall be binding upon the successors and assigns of the Employer,
including without
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limitation any entity into which an Employer may be merged or with which an
Employer may be consolidated.
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AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL BENEFIT PLAN
The Universal Foods Corporation Supplemental Benefit Plan ("the Plan")
is hereby amended, effective as of September 10, 1998, as set forth below:
1. Section 8(a) of the Plan is amended to read in its entirety as
follows:
a. An Executive shall only be vested in the Plan Account if
such Executive is vested pursuant to the terms of the ESOP.
Consistent with Section 5.08 of the ESOP, the Plan Accounts
shall be fully vested and nonforfeitable in the event of a
"change of control of the Company" which for this purpose
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 of
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.