EXHIBIT 10.1(t)
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B
SECTION 1. PURPOSE
Universal Foods Corporation (the "Company") hereby affirms the establishment of
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 B (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 the purpose 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 disabi1ity 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 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. "Final Base Salary" means the greater of (i) the Executive's monthly base
salary at the appropriate time or (ii) the average of the Executive's
monthly base salary during the 60 highest paid consecutive calendar months
during the last 120 calendar months immediately prior to the appropriate
time. The appropriate time for this purpose is the earlier of retirement,
death, Disability, or for purposes of Section 14, termination. For
purposes of this Plan, "monthly base salary" means the Executive's gross
base salary prior to reduction for the Executive's contribution pursuant
to Section 4.
E. "Company" means Universal Foods Corporation and all of its wholly-owned
subsidiaries.
F. "Normal Retirement Date" means the earlier of (i) the date the Executive
attains age 62 or (ii) the later of (A) the date the Executive attains age
55 and (B) the date his or her age and years of continuous service with
the Company equals or exceeds 85.
G. "Early Retirement Date" means the later of (i) the date the Executive
attains age 55 and (ii) the date the Executive 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" and participation shall be evidenced by
Executive's execution of this Agreement.
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).
SECTION 4. EXECUTIVE CONTRIBUTION
While employed with the Company, Executive will contribute on a payroll basis,
through a reduction in base salary, an annual amount equal to the Northwestern
Mutual Life Insurance Company's non-rated term insurance premium applicable to a
life insurance benefit of two times the Executive's base salary in effect on the
date of acceptance into the Plan.
SECTION 5. BENEFITS
Except as otherwise provided in Section 14, participating Executives, their
spouses and designated beneficiaries shall only 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.
A. In the event the Executive dies while employed by the Company, the
Executive will have a survivor income benefit payable to his or her
designated beneficiary for a guaranteed period (Section 19). The benefit
will equal the designated percentage of the Executive's Final Base Salary
(see Section 19).
B. At retirement, the benefit in paragraph A shall no longer be available,
and the Executive shall elect one of the alternatives in paragraphs 1, 2
and 3 below.
1. The Executive may elect to continue in effect a survivor income
benefit payable to his or her designated beneficiary for a
guaranteed period (see Section 19) commencing after the Executive's
death. The benefit will equal the designated percentage (see Section
19) of the Executive's Final Base Salary,
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reduced if applicable by the early retirement provision in paragraph
C below based on the Executive's retirement date.
2. The Executive may elect to receive a supplemental retirement income
benefit payable for a guaranteed period (See Section 19) to the
Executive or, in the event of the Executive's death, his or her
designated beneficiary. The benefit will be the designated
percentage (see Section 19) of the Executive's Final Base Salary,
reduced if applicable by the early retirement provision in paragraph
C below. Payments cease after an aggregate of the guaranteed period
of payments have been made to the Executive and the beneficiary.
3. The Executive may elect to receive an actuarially equivalent
lifetime supplemental retirement income benefit in a joint and
survivor form with the Executive's spouse on the date of retirement
as the contingent beneficiary. The benefit will be the designated
percentage of the Executive's Final Base Salary (see Section 19),
reduced, if applicable, by the early retirement provision in
paragraph C below and further reduced to cover the cost for
providing the benefit over the lives of the Executive and the
spouse. The benefit for a surviving spouse will be 50% of the
monthly benefit for the Executive. The minimum benefit to be paid in
the aggregate to the Executive, spouse, and designated beneficiary
will be equal to the aggregate dollar amount which would have been
payable in the guaranteed period of payout in paragraph 2 above.
Therefore, after the death of the later to die of the Executive and
the Executive's spouse the designated beneficiary shall receive the
remainder of the minimum benefit. If the aggregate payments to the
Executive and the Executive's spouse were made for at least the
guaranteed period, the remainder of the minimum benefit shall be
paid in a lump sum. If the aggregate payments to the Executive and
the Executive's spouse were made for less than the guaranteed
period, the remainder of the minimum benefit shall be paid in equal
monthly installments over the period necessary such that the
aggregate payment period for all benefits related to the Executive
equals the guaranteed period. The actuarial reductions, from the
guaranteed period amount in paragraph 2 above, to obtain the 50%
joint and survivor benefit are:
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Executive's
Age at
Retirement Reduction
---------- ---------
55 8
56 7
57 6
58 5
59 4
60 3
61 2
62 0
C. In the event that the Executive retires after the Early Retirement
Date but prior to the Normal Retirement Date, the retirement benefit
in paragraph B.1, 2 and 3 above will be reduced 3% for each full
year the retirement precedes the Executive's Normal Retirement Date.
SECTION 6. MANNER OF PAYING BENEFITS
Within 60 days following the death or retirement of the Executive eligible under
Section 5, 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 such payment and shall be made on or about such day
during the period for which benefits are payable.
SECTION 7. BENEFICIARY DESIGNATIONS
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 submitting a newly executed Exhibit B to the Company.
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
Except as otherwise provided in Section 14, 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 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.
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SECTION 9. DISABILITY
If the Executive incurs a Disability, Executive contributions will be waived
unless and until the Executive returns to full employment. Retirement benefits
will not be payable under this Plan while the Executive is receiving benefits
under the Company's Disability Income Plan. Retirement benefits will commence
with the later of the cessation of such Disability Income Plan payments or the
Executive's Normal Retirement Date, such later date being the Executive's
retirement for purposes of this Plan.
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 owners of and the 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 is expressly agreed that neither the
Executive, designed 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 spouse or 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
No rights of any kind under this Plan shall be transferable or assignable by the
Executive, spouse or any designated beneficiary or be subject to alienation,
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, as applicable. The failure of either the Company or
the 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
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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
payment of benefits due to or accrued by 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 benefits under the Plan regardless of
his or her age or period of continuous service as of the date of his or
her termination of employment. The Executive may elect retirement benefits
under Section 5.B at any time after attainment of age 55 (subject to the
3% per year reduction in Section 5.C for commencement prior to Normal
Retirement Date), and the survivor income benefit in Section 5A shall
apply until such election is made. After termination of employment, no
further contribution shall be required of the Executive under Section 4.
B. For purposes of paragraph 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 subparagraph (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 subparagraph (iii) of this paragraph B; 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
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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
(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.
SECTION 15. FORFEITURE OF BENEFITS
Executive shall forfeit any right to receive benefits hereunder (including any
benefits payable to Executive's spouse or designated beneficiary), and all
benefit payments hereunder shall
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terminate, if, at any time during the period in which Executive, his/her spouse
and designated beneficiaries shall be entitled to benefits under this Plan or
benefits are being paid hereunder, Executive, directly or indirectly, either
individually or as an employee, officer, principal, agent, partner, shareholder,
owner, trustee, beneficiary, co-venturer, distributor or consultant or in any
other capacity: (1) within the continental United States, in a capacity that
could reasonably be expected to cause Executive to use or disclose confidential
information of the Company acquired by Executive during the term of Executive's
employment with the Company, and in a manner materially detrimental to the
business of the Company, participates in, becomes associated with, provides
assistance to, or has a financial or other interest in any business, activity or
enterprise which competes (with any product or product lines of the Company) for
Active Customers of the business of the Company or any Successor or assign of
the Company; (2) induces or attempts to induce any employee, officer, director,
sales representative, consultant or other personnel of the Company to terminate
his or her relationship or breach his or her agreements with the Company; or (3)
within the continental United States induces or attempts to induce any Active
Customer of the Company to cease doing business, in whole or in part, with or
through the Company, or to do business with any other person, firm, partnership,
corporation or any other entity competitive with the business of the Company.
The ownership of less than a five percent (5%) interest in a corporation whose
shares are traded in a recognized stock exchange or traded in the
over-the-counter market, even though that corporation may be a competitor of the
Company, shall not be deemed financial participation in a competitor. "Active
Customer" shall mean any customer of the Company which purchased any of the
Company's products or services during the one-year period preceding the date
Executive engages in any activity specified in subsection (1) or (3) above.
In the event of a change of control of the Company (as defined in Section 14
above), this forfeiture provision shall be void.
SECTION 16. 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 upon 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.
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SECTION 17. 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 18. VESTING
There is no vesting under the Plan.
SECTION 19. DESIGNATED PERCENTAGES AND GUARANTEED PERIOD
The designated percentage under Section 5 for the Executive is 25%
The designated guaranteed period under Section 5 for the Executive is 20 years.
SECTION 20. MISCELLANEOUS
The Plan supercedes and modifies in all respect any prior version of the
Company's Supplemental Executive Retirement Plan B and any amendments thereto.
The Plan is executed by Executive in consideration of continued employment with
the Company, Company's continuation of the Plan and Executive's potential
receipt of benefits under the Plan.
SECTION 21. 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, WI 53201
Attn: Vice President-
Human Resources
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Executive
Steven O. Cordier
140 Indian Creek Court
Fox Point, WI 53217-2321
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
_________________ 1999.
Universal Foods Corporation
By: ____________________________________
Richard Carney, Vice President-Human
Resources
(CORPORATE SEAL) Attest:
_________________________________________
John L. Hammond, Secretary
_________________________________________
Steven O. Cordier, Executive
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Exhibit A
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B
WAIVER OF PARTICIPATION
On ____________________________, I was given the opportunity to participate in
the Universal Foods Corporation Supplemental Executive Retirement Plan B. 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:________________________________
_____________________________________ ______________________________________
(Witness) (Signature) (Print Name)
Exhibit B
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B
Beneficiary Designation
I, _____________________________, hereby designate the following as my Primary
Beneficiary under my Supplemental Executive Retirement Plan B with Universal
Foods Corporation:
_____________________________________ ______________________________________
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 he 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 the last to die of me or any designated beneficiary.
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:_________________________________
_____________________________________ ______________________________________
(Cannot be a Beneficiary) Signature of Employee
Receipt of the above Beneficiary Designation is hereby acknowledged by:
UNIVERSAL FOODS CORPORATION
Date: ______________________________ By:___________________________________