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EXHIBIT 10.2(e)
AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
1990 EMPLOYEE STOCK PLAN
The Universal Foods Corporation 1990 Employee Stock plan (the "Plan")
is hereby amended, effective as of September 10, 1998, as set forth below:
1. Section 8.6 of the Plan is amended to read in its entirety as follows:
8.6 Payment. The Option price of any Option shall be payable to
the Company in full upon exercise (i) in cash or its
equivalent including, in the discretion of the Committee, a
promissory note issued to the Company by the Participant,
which note shall (v) be secured by the Stock issued; (w) be
for a term of not more than ten (10) years; (x) bear interest
at a rate of not less than the prime rate (as determined by
the Committee) in effect on the date such promissory note is
issued; (y) require at least annual payments of principal and
interest; and (z) contain such other terms and conditions as
the Committee determines; provided, that in the case of the
exercise of an incentive stock option which is outstanding as
of September 10, 1998, such promissory note shall not be
considered the equivalent of cash; (ii) by tendering shares of
Stock having a Fair Market Value at the time of exercise equal
to the total Option price; (iii) by a combination of cash and
shares of Stock; or (iv) by electing to have the Company
withhold from the shares of Stock otherwise issuable upon
exercise of the Option that number of shares of Stock
otherwise having a Fair Market Value at the time of exercise
plus cash for any fractional share amounts, equal to the total
Option price; provided that any such election by an elected
officer, director or more than 10% shareholder of the Company
with respect to an incentive stock option outstanding as of
September 10, 1998 must be made during the ten-day period
beginning on the third business day following the release of
the Company's quarterly or annual summary statement of sales
and earnings. The proceeds from such a payment shall be added
to the general funds of the Company and shall be used for
general corporate purposes.
2. Section 13 of the Plan is amended to read in its entirety as follows:
Section 13. Change of Control.
13.1 A "Change of Control" of the Company means:
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(a) 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, as amended (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 (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) 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 (a), 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 (i), (ii) and (iii) of
subsection (c) of this Section; or
(b) 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
(c) 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, (i) 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
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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,
(ii) 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 (iii) 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
(d) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
13.2 Treatment of Options and Stock Appreciation Rights. In
the event of a Change of Control of the Company, all Options and Stock
Appreciation Rights outstanding as of the date of such Change of Control, and
which are not then exercisable and vested, shall become fully exercisable and
vested immediately prior to such Change of Control.
13.3 Treatment of Restricted Stock. In the event of a Change
of Control of the Company, the restrictions applicable to any shares of
Restricted Stock shall lapse and such shares shall become immediately vested and
shall be freely transferable by the Participant, subject to any applicable
Federal or state securities laws.
13.4 Certain Agreement Provisions Void. In the event of a
Change of Control of the Company, any Forfeiture Provision (as hereinafter
defined)
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contained in any Grant Agreement (as hereinafter defined) shall be null and void
and of no further force and effect. For purposes of this Section 13.4:
(a) "Grant Agreement" means an agreement between the Company and a
Participant concerning the grant of nonstatutory stock options
or Restricted Stock (but not incentive stock options) entered
into prior to the effective date of this amendment (September
10, 1998).
(b) "Forfeiture Provision" means a provision in a Grant Agreement
which provides for the forfeiture of vested or unvested stock
options or Restricted Stock, as the case may be, or the
repayment to the Company of the "Option Spread" or "Restricted
Stock Value" (as such terms are defined or used in the Grant
Agreement), as the case may be, upon the occurrence, during or
for a specified period after the termination of the
Participant's employment with the Company or any subsidiary,
of one or more of: (i) the Participant engaging in acts
competitive with the Company or any subsidiary; (ii) the
Participant soliciting the employees or customers of the
Company or any subsidiary in a manner which is competitive
with the Company or any subsidiary or disruptive to the
business of the Company or any subsidiary; (iii) the
Participant disclosing Information (as such term is defined in
or used in such grant Agreement) obtained during the course of
the Participant's employment with the Company or any
subsidiary; (iv) any actions of similar nature to the
foregoing which are defined in such Grant Agreement as
"Restricted Activities" or "Prohibited Activities"; or (v) the
violation by the Participant of any written agreement between
the Company and the Participant prohibiting all or any of the
activities described in (i) through (iv), above.
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