EXHIBIT 10.1(s)(1)
AMENDMENT NO. 2 TO THE
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Universal Foods Corporation (the "Company") sponsors the
Universal Foods Corporation Supplemental Executive Retirement Plan (the "Plan")
for certain key employees; and
WHEREAS, the Company desires to amend the Plan to provide for automatic
lump sum distributions of participants' benefits following a change of control
of the Company and to provide for a lump sum distribution option upon a
participant's retirement under certain circumstances; and
WHEREAS, the Company desires to amend the Plan to: (a) designate the
Company's Benefits Investment Committee as the Plan's administrator and to vest
such committee with the authority to construe and interpret the Plan; and (b) to
vest the Company's Benefits Administrative Committee with the authority to
determine claims.
NOW THEREFORE, the Plan is hereby amended as follows effective as of June
15, 2000.
1. Section 2 of the Plan is hereby amended by the addition of new subsections
H. and I. at the end thereof to read as follows:
"H. 'Benefits Administrative Committee' means the Benefits
Administrative Committee of the Company, members of which are
appointed by the Chief Executive Officer or the Company."
I. 'Benefits Investment Committee' means the Benefits Investment
Committee of the Company, members of which are appointed by
the Chief Executive Officer of the Company."
2. Section 5 of the Plan is hereby amended by inserting the following new
paragraph as the first paragraph of the subsection entitled "Retirement
Benefit":
"The Executive may elect a retirement income benefit payable in the form
of a lump sum distribution but only if the Executive makes such election
at least one full calendar year prior to his or her Early Retirement Date
or Normal Retirement Date, as applicable, or in lieu of such advance
election, elects that his or her retirement income benefit be actuarially
reduced by six percent (6%) at retirement. If the Executive makes a lump
sum distribution election, his or her retirement income benefit will equal
the lump sum actuarial equivalent of a benefit, payable for a guaranteed
15 year period, equal to the product of the designated percentage (as set
forth in this Section above) and the greater of the Executive's base
salary at the time of retirement or the Executive's average base
salary prior to reduction for the Executive's contribution during the 60
highest paid consecutive calendar months of the last 120 calendar months
immediately prior to retirement, reduced, as applicable, by: (i) an
actuarially reduction of three percent (3%) for each full year the
Executive's Early Retirement Date precedes the Executive's Normal
Retirement Date; and (ii) an actuarially reduction of six percent (6%) if
timely advance election of the lump sum form of payment is not made. The
actuarial assumptions to be applied in calculating the actuarial
equivalent of an Executive's retirement income benefit under this
provision shall be determined as of the date of the Executive's retirement
by the Chief Executive Officer of the Company based upon the
recommendations of the Benefits Investment Committee.
(or)"
3. Subsection A. of Section 14 of the Plan is hereby amended in its entirety
to read as follows;
"A. 1. Notwithstanding any other provision of the Plan, including
specifically Sections 5. and 8., in the event of the change of
control of the Company, each Executive employed with the
Company as of the date of the change of control shall receive,
in lieu of any benefit accrued under any other provision of
the Plan (other than paragraph 4. below of this subsection A.,
if applicable), a change of control benefit as calculated
under paragraph 3. below of this subsection A. payable in the
form of a lump sum distribution as soon as administratively
feasible after the date of such change of control, regardless
of the Executive's age or period of continuous service as of
the date of the change of control.
2. Notwithstanding any other provision of the Plan, including
specifically Section 5., in the event of the change of control
of the Company, each Executive who terminated employment
before the date of the change of control (except for an
Executive of a division of the Company divested before the
change of control, unless otherwise determined by the Benefits
Investment Committee in its discretion) who has not received
full payment of his or her accrued benefit under Section 5.
(or if any such Executive is deceased, such Executive's spouse
or other designated beneficiary) shall receive, in full
satisfaction of such accrued benefit, a lump sum distribution
of the actuarial equivalent of such accrued benefit (or a lump
sum distribution of the actuarial equivalent of his or her
remaining payments if already in pay status) as soon as
administratively feasible after the date of such change of
control.
3. The change of control benefit calculated under this subsection
A. will equal the lump sum actuarial equivalent of a benefit,
payable
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for a guaranteed 15 year period, equal to the product of the
designated percentage (as set forth in Section 5.) and the
greater of the Executive's base salary as of the date of the
change of control or the Executive's average base salary,
prior to reduction for the Executive's contribution, during
the 60 highest paid consecutive calendar months of the last
120 calendar months immediately prior to the date of the
change of control (without imposition of a reduction of 3% for
each full year the payment date precedes the Executive's
Normal Retirement Date, if applicable).
4. Subject to Section 3., each Executive employed with the
Company as of the date of the change of control shall continue
to be eligible to participate in this Plan until his or her
termination of employment, and, upon such Executive's
termination he or she shall be eligible for any benefits
accrued under the Plan subsequent to the payment of the change
of control benefit, regardless of the Executive's age or
period of continuous service as of the date of his or her
termination of employment. With respect to any such accrued
benefit, the Executive may elect retirement benefits under
subsection B. of Section 5. payable at any time following his
or her termination of employment and attainment of age 55, and
the survivor income benefit in subsection A. of Section 5.
shall apply until such election is made. The calculation of
the Executive's accrued benefit following the change of
control will equal the actuarial equivalent of a benefit,
payable for a guaranteed 15 year period, equal to the product
of the designated percentage (as set forth in Section 5.) and
the greater of the Executive's base salary as of the
Executive's termination of employment or the Executive's
average base salary, prior to reduction for the Executive's
contribution, during the 60 highest paid consecutive calendar
months of the last 120 calendar months immediately prior to
the date of the Executive's termination of employment,
actuarially reduced for the change of control benefit
determined under paragraph 3. above of this subsection A. (but
without imposition of a reduction of 3% for each full year the
payment date precedes the Executive's Normal Retirement Date,
if applicable). After termination of employment, no further
contributions shall be required of the Executive under Section
4.
5. The actuarial assumptions to be applied in calculating the
actuarial equivalent of an Executive's benefit under this
subsection A. shall be determined as of the date of the change
of control or the Executive's termination of employment, as
applicable, by the Chief Executive Officer of the Company
based upon the recommendations of the Benefits Investment
Committee."
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4. The Plan is hereby amended by the addition of a new "SECTION 20.
ADMINISTRATION" to read as follows:
"SECTION 20. ADMINISTRATION
A. The Benefits Investment Committee shall be responsible
for the general operation and administration of the Plan
and shall have the full authority to interpret and
construe the Plan. The Benefits Investment Committee's
interpretation and construction of the Plan, and actions
thereunder, shall be binding and conclusive on all
persons and for all purposes.
B. The Benefits Administrative Committee shall have the
full authority to determine and review claims for
benefits under this plan. The Benefits Administrative
Committee's determination of benefit claims under this
plan, and actions thereunder, shall he binding and
conclusive on all persons and for all purposes."
IN WITNESS WHEREOF, this Amendment has been duly executed this 15th day of
June, 2000.
UNIVERSAL FOODS CORPORATION
By: /s/: Richard Carney
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Attest:
/s/: John L. Hammond
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