EXHIBIT 99.2
LANCASTER COLONY CORPORATION
2005 EXECUTIVE EMPLOYEE DEFERRED COMPENSATION PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. Lancaster Colony Corporation, an Ohio corporation
("Lancaster Colony") establishes effective as of April 1, 2005, a deferred
compensation plan named the Lancaster Colony Corporation 2005 Executive Employee
Deferred Compensation Plan (the "Plan"), which is intended to comply with the
American Jobs Creation Act of 2004.
1.2 PURPOSE. The purpose of the Plan is to provide certain executive
employees of Lancaster Colony and its Subsidiaries with the opportunity to
voluntarily defer a portion of their annual compensation they otherwise would
receive for services performed for Lancaster Colony or its Subsidiaries. The
Plan is intended to be a "top-hat" plan (i.e., an unfunded deferred compensation
plan maintained for a select group of management or highly compensated
employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
ARTICLE II
DEFINITIONS
Whenever the following initially capitalized words and phrases are used
in this Plan, they shall have the meanings specified below unless the context
clearly indicates otherwise:
2.1 "AJCA GUIDANCE" shall have the meaning ascribed to it in Section
11.10
2.2 "BENEFICIARY" shall mean such person or legal entity as may be
designated by a Participant under Section 7.1 to receive benefits hereunder
after such Participant's death.
2.3 "BOARD" and "BOARD OF DIRECTORS" shall mean the Board of Directors
of Lancaster Colony, as constituted from time to time, or an authorized
committee of the Board of Directors of Lancaster Colony.
2.4 "CHANGE IN CONTROL" shall mean a change in the control of Lancaster
Colony if and at such time(s) as (i) any person or multiple persons acting as a
group (within the meaning of AJCA Guidance) acquire(s) ownership of stock of
Lancaster Colony that, together with the stock held by such person or group,
constitutes more than 50% of either the total fair market value or the total
voting power of Lancaster Colony's then outstanding voting securities; or (ii)
any person or multiple persons acting as a group (within the meaning of the AJCA
Guidance) acquires (or has acquired during the twelve (12) month period ending
on the date of the most recent acquisition by such person or group) ownership of
stock of Lancaster Colony possessing thirty-five percent (35%)
or more of the total voting power of the stock of Lancaster Colony; or (iii)
during any period of twelve (12) months, individuals who at the beginning of
such period constituted the Board of Directors of Lancaster Colony cease for any
reason to constitute at least a majority of the Board of Directors of Lancaster
Colony unless the individuals who replace the former directors are endorsed by a
majority of Lancaster Colony's Board of Directors prior to the date of the
appointment or election of the new replacement directors; or (iv) there is
consummated the sale or disposition by Lancaster Colony of Lancaster Colony's
assets that have a fair market value equal to or more than forty percent (40%)
of the value of all of the assets of Lancaster Colony.
2.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
Reference to a section of the Code shall include such section and any comparable
section or sections of any future legislation, amendments, supplements, or
supersedes such section.
2.6 "COMMITTEE" shall mean a committee of one or more individuals
designated by the Board to administer the Plan pursuant to the terms hereof.
2.7 "COMPENSATION" shall mean the Executive Employee's total W-2
compensation from Lancaster Colony and the Subsidiaries for a calendar year.
2.8 "DEFERRED COMPENSATION" shall mean that portion of the
Participant's annual Compensation which the Participant voluntarily and
irrevocably elects to defer pursuant to Section 4.1 of this Plan in accordance
with a Deferred Compensation Agreement.
2.9 "DEFERRED COMPENSATION ACCOUNT" shall mean the recordkeeping
account established by Lancaster Colony for each Participant to which a
Participant's Deferred Compensation and hypothetical earnings (pursuant to
Section 5.2) are credited and from which distributions to the Participant or to
his or her Beneficiary are debited.
2.10 "DEFERRED COMPENSATION AGREEMENT" shall mean a document (or
documents) as provided from time to time by Lancaster Colony or the Committee
pursuant to which an Executive Employee voluntarily enrolls as a Participant and
irrevocably elects (i) to defer a portion of his or her annual Compensation
pursuant to Section 4.1 of this Plan, and (ii) if applicable, and subject to
Article VI, the timing of the payment of the amount credited to the
Participant's Deferred Compensation Account.
2.11 "DISABILITY" shall have the same meaning as "disabled" under Code
Section 409A(a)(2)(C).
2.12 "EXECUTIVE EMPLOYEE" shall mean an individual who is employed by
Lancaster Colony or its Subsidiaries, and who is a key senior management
employee.
2.13 "FROZEN PLAN" shall mean the Lancaster Colony Corporation
Executive Employee Deferred Compensation Plan established effective as of
January 1, 2000, under which all post-December 31, 2004 deferrals and crediting
of hypothetical earnings have ceased.
2.14 "FROZEN PLAN ACCOUNT" shall mean an Executive Employee's Deferred
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Compensation Account maintained under the Frozen Plan.
2.15 "PARTICIPANT" shall mean an Executive Employee (i) who is selected
by the Committee to participate in the Plan, as evidenced by the Committee's
execution of a Deferred Compensation Agreement, (ii) who elects to participate
in the Plan and defer a portion of his or her Compensation pursuant to a signed
Deferred Compensation Agreement, and/or (iii) who has amounts credited under a
Deferred Compensation Account. The term "Participant" shall also mean an
Executive Employee who has a Frozen Plan Account.
2.16 "PLAN YEAR" shall mean the twelve consecutive month calendar year
beginning each January 1, and ending each December 31, except that the initial
Plan Year shall commence on April 1, 2005, and end on December 31, 2005.
2.17 "RETIREMENT" shall mean a Participant's separation from service
with Lancaster Colony and its Subsidiaries on or after becoming age sixty-five
(65).
2.18 "SPECIFIED EMPLOYEE" shall mean a "specified employee" as defined
in Code Section 409A(a)(2)(B)(i) and in the AJCA Guidance.
2.19 "SUBSIDIARY" shall mean any entity in which Lancaster Colony has,
directly or indirectly (through one or more wholly-owned subsidiaries), more
than fifty percent (50%) ownership interest whose Executive Employees are
eligible to participate in the Plan pursuant to Section 11.9.
2.20 "UNFORESEEABLE EMERGENCY" shall mean a severe financial hardship
to the Participant resulting from an illness or accident of the Participant, the
Participant's spouse, or a "dependent" (as defined in Code Section 152(a)) of
the Participant; loss of the Participant's property due to casualty; or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.
2.21 "VALUATION DATE" shall mean (i) the last day of each Plan Year, or
(ii) the date specified in Section 6.4, or (iii) any other date that Lancaster
Colony, in its sole discretion, designates from time to time, including, without
limitation, a Participant's separation from service date with Lancaster Colony
and its Subsidiaries.
ARTICLE III
PARTICIPATION BY EXECUTIVE EMPLOYEES
3.1 PARTICIPATION. Participation in this Plan is limited to Executive
Employees either (i) selected by the Committee, or (ii) who have Frozen Plan
Accounts. An Executive Employee shall become a Participant in the Plan as of the
first day of a Plan Year upon selection by the Committee and upon the execution
by the Committee and such Executive Employee of a Deferred Compensation
Agreement pursuant to Section 4.1 hereof. An Executive Employee who has a Frozen
Plan Account shall become a Participant effective as of April 1, 2005.
3.2 CESSATION OF PARTICIPATION. A Participant who (i) separates from
service with Lancaster Colony and its Subsidiaries, or (ii) ceases to be an
Executive Employee, or (iii) is determined
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by the Committee to be ineligible to participate in the Plan, shall immediately
thereupon cease active participation in the Plan.
3.3 INELIGIBLE EMPLOYEE. This Plan is intended to be an unfunded "top
hat" plan, maintained primarily for purposes of providing deferred compensation
for a select group of management or highly compensated employees. Accordingly,
if the Committee determines that any Participant does not qualify as a member of
such select group, the Committee, in the Committee's sole discretion, may
terminate such Participant's participation in the Plan effective as of the date
such Participant ceased to be a member of such select group and terminate the
Participant's Deferred Compensation Agreement, and retain the Participant's
Deferred Compensation Account for future distribution pursuant to Article VI.
ARTICLE IV
ANNUAL COMPENSATION DEFERRALS
4.1 ANNUAL COMPENSATION DEFERRAL ELECTION. Except as otherwise may be
required or permitted by the AJCA Guidance, no later than December 31 of each
calendar year, each Executive Employee who is selected by the Committee to
participate in the Plan may irrevocably elect, by completing and executing a
Deferred Compensation Agreement and delivering it to the Committee, to defer any
portion, up to Fifty Thousand Dollars ($50,000) or such other amount determined
by the Committee in its sole discretion, of his or her Compensation to be earned
for the following Plan Year. Except as otherwise may be required or permitted by
the AJCA Guidance, for the initial Plan Year participation of a Participant,
such Deferred Compensation Agreement for the Plan Year in which an Executive
Employee becomes a Participant must be completed, executed and delivered no
later than thirty (30) days after the Executive Employee becomes a Participant
if such Executive Employee becomes a Participant during the Plan Year.
4.2 EFFECTIVE PERIOD. A Participant's deferral election under Section
4.1 with respect to his or her Compensation shall be effective only for the Plan
Year specified in the Deferred Compensation Agreement. Except as otherwise may
be required or permitted by the AJCA Guidance, a Participant must file a
separate Deferred Compensation Agreement by December 31 of each Plan Year in
order to make Compensation deferrals for the Plan Year subsequent thereto.
Notwithstanding the foregoing or anything contained in this Plan to the
contrary, a Participant may, subject to and in compliance with the AJCA
Guidance, cancel the Participant's Deferred Compensation Agreement for the
initial 2005 Plan Year and the Compensation deferral election contained therein
by notifying Lancaster Colony (and, if applicable, the Subsidiary that employs
the Participant) in writing prior to January 1, 2006.
ARTICLE V
ACCOUNTS
5.1 DEFERRED COMPENSATION ACCOUNTS. Lancaster Colony shall establish
and maintain a separate Deferred Compensation Account for each Participant who
(i) executes a Deferred Compensation Agreement pursuant to Section 4.1 and/or
(ii) has a Frozen Plan Account. Each such Participant's Deferred Compensation
shall be separately accounted for and credited with earnings pursuant to Section
5.2 hereof, for recordkeeping purposes only, to his or her Deferred Compensation
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Account. A Participant's Deferred Compensation Account shall be solely for the
purpose of measuring the amounts to be paid by Lancaster Colony or a Subsidiary
to a Participant under the Plan. Lancaster Colony and its Subsidiaries shall not
fund, and shall not be required to fund or secure the Deferred Compensation
Account in any way, and Lancaster Colony's and its Subsidiaries' obligations to
Participants under this Plan shall be solely contractual.
5.2 CREDITING OF HYPOTHETICAL EARNINGS. Each Participant's Deferred
Compensation Account shall be credited semiannually (as of June 30 and December
31 of each year) with hypothetical earnings computed and determined by the
Committee using an annual rate of interest equal to the prime rate of interest
reported in the Wall Street Journal as in effect on the first business day (i)
in January of each Plan Year for the period January 1 through June 30, and (ii)
in July of each Plan Year for the period July 1 through December 31. Such
hypothetical earnings shall be credited based upon both the (aa) balances
credited to a Participant's Deferred Compensation Account during the January 1
through June 30 time period and the July 1 through December 31 time period of
each year, and (bb) the amount, if any, credited to the Participant's Frozen
Plan Account as of December 31, 2004; provided that for the initial 2005 Plan
Year, hypothetical earnings on a Participant's Frozen Plan Account shall be
computed commencing January 1, 2005 instead of April 1, 2005. After the end of
each Plan Year, Lancaster Colony shall furnish each Participant with a statement
of the balance credited to the Participant's Deferred Compensation Account as of
the last day of the preceding Plan Year.
ARTICLE VI
DISTRIBUTIONS
6.1 IN GENERAL. Except as otherwise provided in this Article VI, the
amount credited to a Participant's Deferred Compensation Account shall be
payable, in accordance with a Participant's Deferred Compensation Agreement
elections, to a Participant (or, in the case of Participant's death, the
Participant's Beneficiary) as soon as practicable after the earlier of the
Participant's Retirement, death, Disability, or other separation from service
with Lancaster Colony and its Subsidiaries for any reason.
6.2 DISTRIBUTIONS TO INCOMPETENTS. If the Committee determines in its
discretion that a payment under this Plan is to be made to a minor, a person
declared incompetent or to a person incapable of handling his or her property,
the Committee may direct such payment to the guardian, legal representative or
person having the care and custody of such minor, incompetent or incapable
person. The Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to making such payment. Any such
payment shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete discharge
of any liability under the Plan for such payment amount.
6.3 COURT ORDERED DISTRIBUTIONS. The Committee is authorized to make
any payments directed by court order in any action in which the Plan or the
Committee has been named as a party. In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant's
Deferred Compensation Account under the Plan in connection with a property
settlement or otherwise, the Committee shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse's or former
spouse's interest in the Participant's Deferred Compensation Account under the
Plan to that spouse or former spouse in accordance with a court order incident
to divorce.
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6.4 CHANGE IN CONTROL DISTRIBUTIONS. At the time a Participant
completes his Deferred Compensation Agreement, the Participant may elect that,
if a Change in Control occurs, the Participant (or, in the event of the
Participant's death, his or her Beneficiary) shall receive a lump sum payment of
the amount deferred pursuant to such Deferred Compensation Agreement and
credited to the Participant's Deferred Compensation Account within thirty (30)
days after the Change in Control. In the event such a distribution is so
elected, such amount (together with hypothetical earnings thereon pursuant to
Section 5.2) credited to the Participant's Deferred Compensation Account shall
be determined as of the end of the calendar month immediately preceding the
month in which the Change in Control occurs, such end of the calendar month
being the Valuation Date for purposes of such distribution.
6.5 METHOD OF PAYMENT. Unless installment payments are elected by a
Participant in a Deferred Compensation Agreement, distributions shall be paid by
Lancaster Colony and its Subsidiaries in cash in a single lump sum.
6.6 VALUATION OF DISTRIBUTIONS. All distributions under this Plan shall
be based upon the amount credited to a Participant's Deferred Compensation
Account as of the Valuation Date immediately preceding the date of distribution.
The amount of any installments payable to a Participant under Section 6.5 shall
be determined by dividing the amount credited to the Participant's Deferred
Compensation Account by the number of installment payments to be made.
6.7 NO LOANS. Participants may not borrow from their Deferred
Compensation Accounts.
6.8 DELAYED DISTRIBUTIONS TO SPECIFIED EMPLOYEES. In the case of any
Participant who is a Specified Employee, no amount credited to such
Participant's Deferred Compensation Account shall be paid to the Specified
Employee before the date which is six (6) months after the Specified Employee's
separation from service with Lancaster Colony and its Subsidiaries (or, if
earlier, the date of death of the Specified Employee).
6.9 DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCIES. Upon the Committee's
receipt of a written application from a Participant (in such form as the
Committee may require), the Committee may direct the distribution to such
Participant in any Plan Year of an amount (not in excess of one hundred percent
(100%) of the amount credited to the Participant's Deferred Compensation Account
as of the last Valuation Date) necessary to satisfy the Unforeseeable Emergency
of the Participant plus an amount equal to the Participant's reasonably
anticipated taxes thereon, after taking into account the extent to which such
Unforeseeable Emergency is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant's
assets (to the extent the liquidation of Participant's assets would not itself
cause severe financial hardship). In the event that the Committee directs such a
distribution, the Participant shall continue to be eligible to participate in
the Plan. Any distribution made pursuant to this Section 6.9 shall be made
solely in accordance with Code Section 409A and the AJCA Guidance.
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ARTICLE VII
BENEFICIARIES
7.1 BENEFICIARY DESIGNATION. Each Participant from time to time may
designate any person or persons (who may be named contingently or successively)
to receive such benefits as may be payable under the Plan upon or after the
Participant's death, and such designation may be changed from time to time by
the Participant by filing a new designation. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by
Lancaster Colony, and will be effective only when filed in writing with
Lancaster Colony during the Participant's lifetime.
7.2 NO BENEFICIARY DESIGNATION. In the absence of a valid Beneficiary
designation, or if, at the time any Plan payment is due to a Beneficiary, there
is no living Beneficiary validly named by the Participant, Lancaster Colony, or
its Subsidiary, shall pay any such Plan payment to the Participant's spouse, if
then living, but otherwise to the Participant's estate. In determining the
existence or identity of anyone entitled to receive a Plan payment as aforesaid,
or if a dispute arises with respect to any such payment, then, notwithstanding
the foregoing, Lancaster Colony, in its sole discretion, may distribute (or
cause its Subsidiary to distribute) such payment to the Participant's estate
without liability for any taxes or other consequences which might flow
therefrom, or may take such other action as Lancaster Colony deems to be
appropriate.
ARTICLE VIII
FUNDING AND PARTICIPANT'S INTEREST
8.1. PLAN UNFUNDED. This Plan shall be unfunded and no trust or special
deposit shall be created, or deemed to be created, by the Plan or Lancaster
Colony or a Subsidiary. The crediting of amounts to each Participant's Deferred
Compensation Account, as the case may be, shall be made through recordkeeping
entries. No actual funds shall be segregated, reserved, or otherwise set aside;
provided, however, that nothing herein shall prevent Lancaster Colony from
establishing one or more grantor trusts from which distributions due under this
Plan may be paid in certain instances. All distributions shall be paid by
Lancaster Colony or a Subsidiary from its general assets and a Participant or
his or her Beneficiary shall have the rights of a general, unsecured creditor
against Lancaster Colony and its Subsidiaries for any distributions due
hereunder. The Plan constitutes a mere promise by Lancaster Colony or a
Subsidiary to make payments in the future.
8.2 PARTICIPANT'S INTEREST IN PLAN. A Participant has an interest only
in the cash value of the amount credited to his Deferred Compensation Account. A
Participant has no rights or interests in any specific funds, stock or
securities.
ARTICLE IX
ADMINISTRATION AND INTERPRETATION
9.1 ADMINISTRATION. The Plan shall be administered by the Committee
which may delegate its duties to one or more employees of Lancaster Colony. The
Committee has, to the extent appropriate and in addition to the powers described
elsewhere in this Plan, full discretionary authority to construe and interpret
the terms and provision of the Plan; to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan; to perform all acts,
including the delegation of its
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administrative responsibilities to advisors or other persons who may or may not
be employees of Lancaster Colony; and to rely upon the information or opinions
of legal counsel or experts selected to render advice with respect to the Plan,
as it shall deem advisable, with respect to the administration of the Plan.
9.2 INTERPRETATION. The Committee may take any action, correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or in
any election hereunder, in the manner and to the extent it shall, subject to
Section 11.10, deem necessary to carry the Plan into effect or to carry out the
Board's purposes in adopting the Plan. Any decision, interpretation or other
action made or taken by the Committee arising out of or in connection with the
Plan, shall, subject to Section 11.10, be within the absolute discretion of the
Committee, and shall be final, binding and conclusive on Lancaster Colony, and
all Participants and Beneficiaries and their respective heirs, executors,
administrators, successors and assigns. The Committee's determinations hereunder
need not be uniform, and may be made selectively among Executive Employees,
whether or not they are similarly situated.
9.3 RECORDS AND REPORTS. The Committee shall keep a record of
proceedings and actions and shall maintain or cause to be maintained all such
books of account, records, and other data as shall be necessary for the proper
administration of the Plan. Such records shall contain all relevant data
pertaining to individual Participants and their rights under the Plan.
9.4 PAYMENT OF EXPENSES. Lancaster Colony shall bear all expenses
incurred by it and by the Committee in administering this Plan.
9.5 INDEMNIFICATION FOR LIABILITY. Lancaster Colony shall indemnify the
Committee, and the employees of Lancaster Colony to whom the Committee delegates
duties under this Plan against any and all claims, losses, damages, expenses and
liabilities arising from their responsibilities in connection with the Plan.
9.6 CLAIMS PROCEDURE. If a claim for benefits or for participation
under this Plan is denied in whole or in part, a Participant will receive
written notification. The notification will include specific reasons for the
denial, specific reference to pertinent provisions of this Plan, a description
of any additional material or information necessary to process the claim and why
such material or information is necessary, and an explanation of the claims
review procedure. If the Committee fails to respond within 90 days (45 days for
a claim based on Disability), the claim is treated as denied.
9.7 REVIEW PROCEDURE. Within 60 days (180 days for a claim based on
Disability) after the claim is denied or, if the claim is deemed denied, within
150 days after the claim (other than a claim based on Disability) is filed, a
Participant (or his duly authorized representative) may file a written request
with the Committee for a review of his denied claim. The Participant may review
pertinent documents that were used in processing his claim, submit pertinent
documents, and address issues and comments in writing to the Committee. The
Committee will notify the Participant of its final decision in writing. In its
response, the Committee will explain the reason for the decision, with specific
references to pertinent Plan provision on which the decision was based. If the
Committee fails to respond to the request for review within 60 days (45 days for
the request for review of a claim based on Disability), the claim is treated as
denied.
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ARTICLE X
AMENDMENT AND TERMINATION
10.1 IN GENERAL. Subject to Section 10.2 hereof, Lancaster Colony may
at any time amend or terminate any or all of the provisions of the Plan, subject
to the following limitations:
(a) The amendment will not be effective unless the Plan will
continue to operate for the exclusive benefit of
employees.
(b) The amendment or termination will not adversely affect
the right of any Participant or Beneficiary to a payment
under the Plan on the basis of amounts allocated to the
Participant's Deferred Compensation Account.
(c) No such amendment or termination shall accelerate any
payment to any Participant of any amount credited to any
Deferred Compensation Account.
If the Plan is discontinued with respect to future deferrals, amounts
credited to Participants' Deferred Compensation Accounts shall be distributed in
accordance with Article VI. If the Plan is completely terminated, amounts
credited to Participants' Deferred Compensation Accounts shall be distributed in
accordance with Article VI.
10.2 TERMINATION AFTER CHANGE IN CONTROL. Notwithstanding the
foregoing, but subject to compliance with the AJCA Guidance, Lancaster Colony
shall not amend or terminate the Plan without the prior written consent of all
Participants for a period of two (2) calendar years following a Change in
Control.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES AND
INABILITY TO LOCATE. Any communication, statement or notice addressed to a
Participant or to a Beneficiary at his last post office address as shown on
Lancaster Colony's or the Committee's records shall be binding on the
Participant or Beneficiary for all purposes of the Plan. Neither Lancaster
Colony nor the Committee shall be obliged to search for any Participant or
Beneficiary beyond the sending of a certified or registered mail letter to such
last known address. If Lancaster Colony or the Committee notifies any
Participant or Beneficiary that he is entitled to an amount under the Plan and
the Participant or Beneficiary fails to claim such amount or make his location
known to Lancaster Colony or the Committee within three (3) years thereafter,
then, except as otherwise required by law, if the location of one or more of the
next of kin of the Participant is known to Lancaster Colony or the Committee,
Lancaster Colony or the Committee may direct distribution of such amount to any
one or more or all of such next of kin, and in such proportions as Lancaster
Colony or the Committee, in its sole discretion, determines. If the location of
none of the foregoing persons can be determined, Lancaster Colony or the
Committee shall have the right to direct that the amount payable shall be deemed
to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted
for deemed earnings in the interim, shall be paid by Lancaster Colony or a
Subsidiary if a claim for the payment subsequently is made by the
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Participant or the Beneficiary to whom it was payable. If a distribution payable
to a Participant or Beneficiary that cannot be located is subject to escheat
pursuant to applicable state law, neither Lancaster Colony nor any Subsidiary
nor the Committee shall be liable to any person for any payment made in
accordance with such law.
11.2 RIGHT OF LANCASTER COLONY AND SUBSIDIARIES TO TAKE EMPLOYMENT
ACTIONS. The adoption and maintenance of this Plan shall not be deemed to
constitute a contract between Lancaster Colony or any Subsidiary and any
Executive Employee, or to be a consideration for, or an inducement or condition
of, the employment of any Executive Employee. Nothing herein contained, or any
action taken hereunder, shall be deemed to give an Executive Employee the right
to be retained in the employ of Lancaster Colony (or any Subsidiary) or to
interfere with the right of Lancaster Colony (or any Subsidiary) to discipline
or discharge an Executive Employee at any time, nor shall it be deemed to give
to Lancaster Colony (or any Subsidiary) the right to require the Executive
Employee to remain in its employ, nor shall it interfere with any rights of the
Executive Employee's to terminate his or her employment at any time.
11.3 NO ALIENATION OF ASSIGNMENT OF BENEFITS. A Participant's rights
and interest under the Plan shall not be assigned or transferred, either
voluntarily or by operation of law or otherwise, except as otherwise provided
herein, and the Participant's rights to payments under the Plan shall not be
subject to alienation, attachment, execution, levy, pledge or garnishment by or
on behalf of creditors (including heirs, beneficiaries, or dependents) of the
Participant or of a Beneficiary.
11.4 RIGHT TO WITHHOLD. To the extent required by law in effect at the
time a distribution is made from the Plan, Lancaster Colony (or a Subsidiary) or
its agents shall have the right to withhold or deduct from any distributions or
payments any taxes required to be withheld by federal, state or local
governments.
11.5 CONSTRUCTION. All legal questions pertaining to the Plan shall be
determined in accordance with the laws of the State of Ohio, to the extent such
laws are not superseded by ERISA, or any other federal law.
11.6 HEADINGS. The headings of the Articles and Sections of this Plan
are for reference only. In the event of a conflict between a heading and the
contents of an Article or Section, the contents of the Article or Section shall
control.
11.7 NUMBER AND GENDER. Whenever any words used herein are in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply, and references to the male
gender shall be construed as applicable to the female gender where applicable,
and vice versa.
11.8 AGENT FOR LEGAL PROCESS. Lancaster Colony shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until Lancaster Colony designates some other person as such agent.
11.9 PARTICIPATION BY SUBSIDIARIES. Any entity in which Lancaster
Colony has more than a fifty percent (50%) but less than a one hundred percent
(100%) ownership interest may adopt the
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Plan as a participating Subsidiary and thereby enable its Executive Employees
who are selected by the Committee to participate in the Plan. Any entity in
which Lancaster Colony has a one hundred percent (100%) direct and indirect
ownership interest may be designated by Lancaster Colony as a participating
Subsidiary; and upon such designation, such Subsidiary's Executive Employees may
be selected by the Committee to participate in the Plan.
11.10 AMERICAN JOBS CREATION ACT. It is intended that this Plan comply
with the provisions of Section 409A of the Code, as enacted by the American Jobs
Creation Act of 2004 (the "AJCA"), so as to prevent the inclusion in gross
income of any amounts deferred hereunder in a taxable year that is prior to the
taxable year or years in which such amounts would become payable under Article
VI of this Plan. This Plan shall be administered in a manner that will comply
with Section 409A of the Code, including any proposed, temporary or final
regulations or any other guidance (including, without limitation, Notice 2005-1)
issued by the Secretary of the Treasury and the Internal Revenue Service with
respect thereto (collectively with the AJCA, the "AJCA Guidance"). Any
provisions that would cause this Plan to fail to satisfy Section 409A of the
Code or the AJCA Guidance shall have no force and effect until amended to comply
with Code Section 409A and the AJCA Guidance (which amendment may be retroactive
to the extent permitted by the AJCA Guidance).
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