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Exhibit 10(a)
THE J. M. SMUCKER COMPANY
RESTRICTED STOCK BONUS PLAN AS AMENDED AS TO
148,600 CLASS A AND 148,600 CLASS B COMMON SHARES
AUGUST 28, 1991
[The Restricted Stock Bonus Plan as Amended (the "Plan") amends
and combines the Restricted Stock Bonus Plan as to 25,000 Common Shares [Sixth
Year End Lapse] dated August 15, 1979 and the Restricted Stock Bonus Plan as to
50,000 Common Shares [Sixth-Tenth Year End Lapses] dated August 15, 1979 (the
"Original Plans"). The terms of the Plan apply to all shares awarded to date
under the Original Plans as well as to those awarded hereafter under the Plan.]
1. PURPOSE. The purpose of the Plan is to provide a means for
the Company to make awards to key employees of the Company and of its
affiliates, including officers and directors who are employees, of restricted
stock bonuses of Common Shares of the Company, thereby giving these employees
an interest in the Company's business, an additional incentive to work for its
continued success, and a further reason to remain in the employ of the Company
or of its affiliates. The term "affiliates" where used in the Plan means
subsidiary corporations as defined in Section 425 of the Internal Revenue Code
of 1986, as amended (the "Code").
2. ADMINISTRATION. The Plan shall be administered by the
Executive Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee shall have full power and authority to construe
and interpret the provisions and to supervise the administration of the Plan,
and all decisions and designations made by the Committee pursuant to the
provisions of the Plan shall be final.
3. DESIGNATION OF EMPLOYEES TO PARTICIPATE IN THE PLAN. The
employees to whom restricted stock bonuses are awarded (the "Recipients") shall
be designated, from time to time, by the Committee. A restricted stock bonus
may be awarded to any full-time, salaried, key employee of the Company or of an
affiliate.
4. NUMBER OF SHARES SUBJECT TO THE PLAN. The aggregate number
of Common Shares that may be awarded as restricted stock bonuses under the Plan
shall not exceed 148,600 Class A Shares and 148,600 Class B Shares. The Common
Shares to be awarded under the Plan shall be the Company's authorized Common
Shares, without par value, and may be unissued shares or treasury shares as the
Committee, with the concurrence of the Board of Directors of the Company, may
from time to time determine. To the extent the Company shall reacquire
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Common Shares for such purposes, the shares may be reacquired at the time
restricted stock bonus awards are made, or from time to time in advance,
whenever the Board of Directors of the Company may deem the purchase advisable.
If any Common Shares subject to the Restrictions provided in Paragraph 5 below
are forfeited to the Company, those Common Shares shall not again be available
for the award of restricted stock bonuses under the Plan unless the Recipient
of those Common Shares did not at any time prior to the forfeiture receive the
benefits of the ownership thereof (other than the right to vote them).
5. NATURE OF RESTRICTIONS. The stock bonus shares involved in
each award will be subject to a restriction (the "Restriction") providing that:
(a) Subject to the provisions of Paragraph 7 below with
respect to earlier release of the Restriction, (i) the shares
shall be forfeited to the Company in the event the Recipient of
the award terminates full-time employment with the Company before
the fourth anniversary of the award, unless the termination is by
reason of disability, death, or retirement (with the prior
express approval of the Committee) after the Recipient has
attained 60 years of age, in each of which events the Restriction
will lapse immediately or at such other time or times as the
Committee shall determine; (ii) during the period when the
Restriction is applicable to the shares, the shares shall not be
transferable by the Recipient except by way of gift; and (iii)
any shares so transferred shall, in the hands of any transferee,
remain subject to the Restriction to the same extent as if the
shares had remained in the hands of the Recipient.
(b) Share certificates representing shares subject to
the Restriction shall bear a legend identifying the Restriction.
(c) Any Common Shares of the Company, of whatever class,
issued on or with respect to stock bonus shares awarded under the
Plan, whether such issuance is pursuant to a stock distribution,
split, dividend, or otherwise, shall be subject to the
Restriction to the same extent and for the same period as the
stock bonus shares on or with respect to which they are so
issued.
6. NOTICE OF RESTRICTED STOCK BONUS. Promptly after the
Committee awards a restricted stock bonus to a Recipient, the Committee shall
cause the Recipient to be notified of the award. The date on which the
Committee approves the award of a restricted stock bonus shall be considered to
be the date on which the restricted stock bonus is awarded unless the Committee
designates a later date as the award date.
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7. ACCELERATION OF RELEASE OF RESTRICTIONS. If a Recipient of
an award (any of whose shares remain subject to the Restriction) (a) shall have
received advice of a lease, sale, or other disposition of all or substantially
all of the assets of the Company to other corporations, firms, or individuals
or (b) shall have received advice of a merger, consolidation, combination [as
defined in Section 1701.01(Q), Ohio Revised Code], or majority share
acquisition [as defined in Section 1701.01(R), Ohio Revised Code] involving the
Company and as a result of which the holders of shares of the Company prior to
the transaction become, by reason of the transaction, the holders of such
number of shares of the surviving or acquiring corporation as entitle them to
exercise less than one-third of the voting power of the surviving or acquiring
corporation in the election of directors, the Recipient shall in either such
event have the right to require the Company (or the surviving or acquiring
corporation), upon his or her written notice, to release the Restriction.
8. RETURN OF CERTIFICATE. In the event a Recipient forfeits
shares to the Company pursuant to Paragraph 5 above, the Recipient shall
deliver to the Company the certificate(s), in transferable form, evidencing the
shares subject to the Restrictions. The Company may, as a condition precedent
to the delivery to the Recipient of share certificates evidencing restricted
stock bonuses, require the Recipient to agree in writing to be bound by the
provisions of the Plan, including the provisions of this paragraph 8.
9. ASSIGNABILITY. As provided in Paragraph 5 above, shares
subject to the Restriction may not be transferred except by gift, and any
shares so transferred shall, in the hands of any transferee, remain subject to
the Restriction to the same extent as if the shares had remained in the hands
of the Recipient.
10. ADJUSTMENT UPON CHANGES IN SHARES. In the event of any
change in the Common Shares subject to the Plan, by reason of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split-up, combination, or exchange of shares, or other change in the corporate
structure of the Company, the aggregate number of Common Shares then subject to
the Plan shall be appropriately adjusted by the Board of Directors. The number
of restricted stock bonus shares awarded to a Recipient shall be appropriately
adjusted for any stock split-up effective, or share dividend distributed,
subsequent to the date of award and prior to the issuance or transfer of shares
pursuant to the award, and cash dividends payable after the date of the award
but prior to the issuance or transfer of shares shall be payable to the
Recipient.
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11. ACQUISITION FOR INVESTMENT. Each employee receiving Common
Shares hereunder may be required by the Company, in its sole discretion, to
give a representation that he or she is acquiring the shares other than with a
view to the distribution thereof. The Company may release any investment
representation obtained if it subsequently determines that the representation
is no longer required to insure that a sale or other disposition of the shares
would not involve a violation of the provisions of the Securities Act of 1933,
as amended, or of applicable state blue sky laws.
12. COMPLIANCE WITH SECURITIES LAWS AND EXCHANGE REQUIREMENTS.
No award of a restricted stock bonus shall be made and no certificates for
shares subject to the Restriction shall be issued or transferred until the
Company shall have taken such action, if any, as is then required to comply
with the provisions of the Securities Act of 1933, as amended, of the
Securities Exchange Act of 1934, as amended, of the Ohio Securities Act, as
amended, and of any other applicable state blue sky laws, and with the
requirements of any exchange on which the Common Shares may, at the time, be
listed.
13. TERMINATION OR AMENDMENT OF THE PLAN. The Board of
Directors may terminate, modify, or suspend the Plan with respect to
prospective awards, except that no modification shall, without shareholder
approval, increase the maximum number of shares that may be awarded as
restricted stock bonuses or modify the terms regarding the lapse of
restrictions.
14. TAX WITHHOLDING. If the Company shall be required to
withhold any federal, state, or local tax in connection with an award of shares
under the Plan or upon the lapse of the restrictions provided in Paragraph 5,
above, it shall be a condition to such award or lapse that the Recipient pay or
make provision satisfactory to the Company for payment of all such taxes. The
Recipient may request that all or any part of such withholding requirement be
satisfied by retention by the Company of a portion of the shares awarded or by
surrender to the Company of a portion of the shares with regard to which the
restrictions are lapsing, as applicable. If such request is approved by the
Committee, the shares so retained or surrendered shall be credited against such
withholding requirement at the fair market value on the date of award or lapse,
as the case may be. The Recipient may also make similar arrangements with the
Company with respect to the payment of taxes in excess of the withholding
requirement.
Program approved by shareholders 08/15/79.
Original Plans adopted by Exec. Comp. Committee 04/22/81.
Proposal to combine and amend approved by Board of Directors
10/27/87, and approved by shareholders 08/16/88.
Amended 08/28/91. Amended by Exec. Comp. Committee 04/21/92
and 04/15/94.