EXHIBIT 10.1(j)(1)
AMENDMENT NO. 2 TO THE
UNIVERSAL FOODS CORPORATION
EXECUTIVE INCOME DEFERRAL PLAN
WHEREAS, Universal Foods Corporation (the "Company") sponsors the
Universal Foods Corporation Executive Income Deferral Plan (the "Plan") for
selected executive employees; and
WHEREAS, the Company desires to amend the Plan to provide for: (a)
automatic lump sum distributions of participants' account balances following a
change of control of the Company; (b) under certain circumstances, an elective
lump sum distribution option at a participant's retirement; and (c) under
certain circumstances, an elective participant in-service lump sum distribution
option; 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. The last sentence of Section I. of the Plan is hereby deleted in its
entirety.
2. Subsection A. of Section IV. of the Plan entitled "At Retirement" is
hereby amended by inserting the following new paragraph as the first
paragraph of such subsection:
"A participant may elect to receive a lump sum distribution of his
or her accumulated account balance payable at retirement but only if
the Executive either makes such election at least one full calendar
year prior to his or her retirement, or in lieu of such advance
election, elects that his or her accumulated account balance be
reduced by six percent (6%) at retirement.
Or"
3. Section IV. of the Plan is further amended by the addition of a new
subsection D., entitled "In-Service Election", to read as follows:
"D. In-Service Election
A participant, prior to his or her termination of employment,
may elect to receive a lump sum distribution of his or her
accumulated account balance payable either: (i) as soon as
administratively feasible on or after the January 1 following
one full calendar year from the date of such election;
or (ii) as soon as administratively feasible following such
election, but in such event, the participant's accumulated
account balance will be reduced by six percent (6%) at the
time of payment. If a participant makes an in-service
distribution election, his or her deferrals under the plan
shall be suspended for the remainder of the calendar year in
which such election is made and for the next two succeeding
full calendar years."
4. Subsection A. of Section X. of the Plan is hereby amended in its
entirety to read as follows:
"A. (i) Notwithstanding any other provision of this plan, in the
event of the change of control of the Company, each
participant (or, if the participant is deceased, the
participant's spouse or other designated beneficiary) shall
receive a lump sum distribution of his or her accumulated
account balance (or a lump sum distribution or his or her
remaining payments if already in pay status) as soon as
administratively feasible after the date of such chance of
control.
(ii) Subject to Section V., each participant 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 or retirement, and
upon such Executive's termination or retirement any
deferrals (and interest credited on such deferrals) under
this plan subsequent to the lump sum distribution under
paragraph (i) above shall be payable as provided in
Section IV., as applicable."
5. Section XIII. of the Plan is hereby amended by the addition of new
subsections E. and F. at the end thereof to read as follows:
"E. The Company's Benefits Investment Committee, members of which
are appointed by the Chief Executive Officer of the Company,
shall be responsible for the general operation and
administration of this plan and shall have the full authority
to interpret and construe this plan. The Company's Benefits
Investment Committee's interpretation and construction of this
plan, and actions thereunder, shall be binding and conclusive
on all persons and for all purposes.
F. The Company's Benefits Administrative Committee, members of
which are appointed by the Chief Executive Officer of the
Company, shall have the full authority to determine and review
claims for benefits under this plan. The Company's Benefits
Administrative Committee's determination of benefit claims
under this plan, and actions thereunder, shall be binding and
conclusive on all persons and for all purposes."
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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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