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Exhibit 10(a)
THE J. M. SMUCKER COMPANY
TOP MANAGEMENT SUPPLEMENTAL
RETIREMENT BENEFIT PLAN
(MAY 1, 1999 RESTATEMENT)
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THE J. M. SMUCKER COMPANY
TOP MANAGEMENT SUPPLEMENTAL
RETIREMENT BENEFIT PLAN
(MAY 1, 1999 RESTATEMENT)
The J. M. Smucker Company Top Management Supplemental Retirement
Benefit Plan established effective January 1, 1985, as amended and restated
effective May 1, 1994, for the purpose of supplementing the retirement benefits
of certain officers and other key management employees of The J. M. Smucker
Company and its subsidiaries who are selected to participate in the Plan, is
hereby again amended and restated in its entirety, effective May 1, 1999, for
individuals who retire, die or enter into pay status on or after August 1, 1998.
Benefit payments under this Plan for individuals who retire, die or enter into
pay status on or after August 1, 1998 shall be increased to reflect the benefit
changes made by this plan restatement beginning with the calendar month
following the date on which the individual retired, died or entered into pay
status.
ARTICLE I
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DEFINITIONS
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For the purposes hereof, the following words and phrases shall have the
meanings indicated:
1.1 The "Plan" means the supplemental retirement benefit plan as set
forth herein, together with all amendments thereto, which Plan shall be called
"The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan."
1.2 The "Company" means The J. M. Smucker Company, an Ohio corporation,
its corporate successors, and the surviving corporation resulting from any
merger or consolidation of The J. M. Smucker Company with any other corporation
or corporations.
1.3 A "Subsidiary" means any corporation 50% or more of the issued and
outstanding voting stock of which is owned or controlled by the Company,
directly or indirectly.
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1.4 An "Employer" means the Company and any Subsidiary.
1.5 A "Participant" means a key executive of the Company or of a
Subsidiary who is selected from time to time by the board of directors to
participate in the Plan. A Participant's selection and approval to participate
in the Plan shall be evidenced in writing in the form of a contract between the
Participant and the Company.
1.6 The "Retirement Plan" means The J. M. Smucker Company Employees'
Retirement Plan.
1.7 The "Final Average Monthly Salary" of a Participant means the
Participant's "average monthly base compensation" under the Retirement Plan but
determined using the highest aggregate base compensation, management bonuses and
Christmas bonuses received by the Participant during any 60 consecutive full
calendar months of employment prior to the earlier of his retirement or other
termination of employment or the date of any termination of the Retirement Plan.
Except as provided below, for purposes of calculating Final Average Monthly
Salary, any bonus earned by a Participant during a fiscal year of the Company
shall be treated as having been paid to the Participant on the last day of the
fiscal year to which such bonus relates, rather than on the later date of actual
payment to the Participant. Only five (5) consecutive years' bonuses will be
taken into consideration in determining Final Average Monthly Salary. However,
any bonus paid to a Participant after his termination of employment will be
included in determining Final Average Monthly Salary only if such inclusion
serves to increase his Final Average Monthly Salary; if inclusion of such bonus
would cause his Final Average Monthly Salary to decrease, then such bonus shall
be disregarded and an earlier year's bonus used in selecting the five (5)
consecutive years' bonuses to be taken into consideration.
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1.8 A Participant's "Normal Retirement Date" means the date on which he
attains age 65.
1.9 The "Social Security Offset Amount" of a Participant means his
estimated monthly Primary Insurance Amount under the federal Social Security Act
as in effect on the day immediately preceding the earlier of his retirement or
other termination of employment or any termination of the Plan; moreover, if
such event occurs before the Participant attains age 62, his estimated monthly
Primary Insurance Amount shall be equal to the amount he would receive at age 62
on the assumption that from and after the date of his retirement or termination
the Participant will receive no further compensation which is treated as wages
for purposes of the Act. Provided, however, if an Employee previously had
retired due to permanent and total disability and was entitled to receive
long-term disability benefits under any plan maintained by an Employer,
computation of his monthly Primary Insurance Amount upon subsequent retirement
under the Plan shall be based on the Act in effect on his date of disability
retirement. All estimates hereunder shall be made by the Company, upon the
advice of an actuary, using standards of uniform and non-discriminatory
application.
1.10 A Participant's "Monthly Retirement Benefit" means the amount of
monthly benefit to which he is entitled under the terms of this Plan, as
determined in accordance with Article II hereof.
1.11 The "Years of Service" of a Participant means the Participant's
years of "benefit service" under the Retirement Plan but determined including
any periods of employment after his Normal Retirement Date. Years of Service
shall include fractional years to the nearest 1/10th year based upon the number
of days since the employment anniversary date.
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Wherever used herein, the masculine pronoun shall include the feminine,
the singular shall include the plural, and the plural shall include the
singular.
ARTICLE II
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SUPPLEMENTAL RETIREMENT BENEFITS
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2.1 NORMAL RETIREMENT. A Participant who retires from employment with
his Employer on or after his Normal Retirement Date, or who has left active
employment prior to his Normal Retirement Date under conditions of eligibility
for a long-term disability benefit under any plan maintained by an Employer and
is receiving long-term disability benefits on his Normal Retirement Date, shall
be eligible for a normal retirement Monthly Retirement Benefit in an amount
equal to:
(a) two and one-half percent of his Final Average Monthly Salary
multiplied by his Years of Service, not to exceed 20 years,
plus an additional one percent for each Year of Service after
20 years not to exceed an additional 5 years, less
(b) 100 percent of his Social Security Offset Amount, less
(c) the amount of his monthly retirement benefit under the
Retirement Plan. In calculating the amount of the offset under
this paragraph (c), benefits attributable to Participant
contributions under the supplemental portion of the Retirement
Plan shall be disregarded. However, benefits attributable to
Company contributions under the supplemental portion of the
Retirement Plan, which are subject to this offset, shall be
calculated as those benefits which the Participant would have
been eligible to receive, assuming he had contributed to the
supplemental portion of the Retirement Plan for all periods
for which he was eligible to contribute, regardless of whether
such contributions were actually made or not.
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A normal retirement Monthly Retirement Benefit shall be paid to an
eligible Participant commencing as of the first day of the month following the
month in which he retires and shall be payable monthly thereafter in accordance
with the terms of Section 2.4 or an optional form of benefit elected under
Section 2.5.
Notwithstanding the foregoing, a Participant who is still employed by
an Employer on the April 1 following the calendar year in which he attains age
70-1/2 shall commence receiving the Monthly Retirement Benefit provided under
this Section 2.1 as of April 1 following the calendar year in which he attains
age 70-1/2.
2.2 EARLY RETIREMENT. A Participant who retires from employment with
his Employer at or after age 55, but prior to his Normal Retirement Date, who
has at least ten (10) Years of Service, and who is not eligible for a short or
long-term disability benefit under any plan maintained by an Employer, shall be
eligible for an early retirement Monthly Retirement Benefit in an amount
determined after his early retirement in the same manner as provided for a
normal retirement Monthly Retirement Benefit, except that the amount determined
in Section 2.1(a) above shall be reduced by one-third of one percent for each
full month by which commencement of payment of the benefit precedes the month
following the date on which the Participant attains age 62. An early retirement
Monthly Retirement Benefit shall be paid to an eligible Participant commencing
on or after the first day of the month following the month in which he retires
and shall be payable monthly thereafter in accordance with the terms of Section
2.4 or an optional form of benefit elected under Section 2.5.
2.3 TERMINATION OF EMPLOYMENT. The Plan is intended to provide benefits
for career employees of an Employer. Therefore, a Participant who terminates his
employment with his Employer for any reason other than death and who is not
eligible for any retirement benefit under
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the Plan or a short or long-term disability benefit under any plan maintained by
an Employer, shall not be eligible for any Monthly Retirement Benefit under the
Plan, except that such a Participant, who has at least ten (10) Years of
Service, is eligible for a deferred Monthly Retirement Benefit in an amount
determined after his termination of employment in the same manner as provided
for an early retirement Monthly Retirement Benefit. A deferred Monthly
Retirement Benefit shall be paid to an eligible Participant commencing on or
after the first day of the month following the month in which he attains age 55
and shall be payable monthly thereafter in accordance with the terms of Section
2.4 or an optional form of benefit elected under Section 2.5.
2.4 NORMAL FORM OF PAYMENT.
(A) A Participant who becomes eligible to receive a Monthly
Retirement Benefit and who is married at the time payment of his
Monthly Retirement Benefit commences shall receive payment of such
benefit in the form of a qualified joint and survivor annuity that in
the event of the Participant's death would provide a benefit to the
Participant's surviving spouse equal to 50 percent of the benefit the
Participant was receiving at the time of his death unless an optional
form of payment is elected under Section 2.5 of this Plan. To receive a
benefit under the qualified joint and survivor form of payment, a
Participant's surviving spouse must be the same spouse to whom the
Participant was married at the time payment of his Monthly Retirement
Benefit commenced.
The present value of the qualified joint and survivor annuity
payable to a Participant hereunder shall be the actuarial equivalent of
the present value of the benefit otherwise payable to him under the
Plan.
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(B) A Participant who becomes eligible to receive a Monthly
Retirement Benefit and who is unmarried at the time payment of his
Monthly Retirement Benefit commences shall receive payment of such
benefit in the form of a single life annuity unless an optional form of
payment is elected under Section 2.5 of this Plan. Such Participant
shall receive an unreduced Monthly Retirement Benefit payable for his
lifetime, the last monthly payment being for the month in which his
death occurs.
2.5 OPTIONAL FORMS OF PAYMENT.
An unmarried Participant or a married Participant who has obtained
spousal consent as required and set forth under the provisions of the Retirement
Plan may elect to receive his supplemental retirement benefit under one of the
following optional forms of payment:
(A) OPTION A - 100% JOINT AND SURVIVOR ANNUITY. The retired
Participant shall receive a reduced Monthly Retirement Benefit payable
for his lifetime, the last monthly payment being for the month in which
his death occurs. If the Participant's beneficiary survives him, then
commencing with the month following the month in which his death
occurs, his beneficiary shall receive a continuing monthly benefit
equal to such reduced amount for such beneficiary's lifetime, the last
monthly payment being for the month in which the death of the
beneficiary occurs.
(B) OPTION B - 50% JOINT AND SURVIVOR ANNUITY. The retired
Participant shall receive a reduced Monthly Retirement Benefit payable
for his lifetime, the last monthly payment being for the month in which
his death occurs. If the Participant's beneficiary survives him, then
commencing with the month following the month in which his death
occurs, his beneficiary shall receive a continuing monthly benefit
equal to one-half of such reduced amount
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for such beneficiary's lifetime, the last monthly payment being for the
month in which the death of the beneficiary occurs.
(C) OPTION C - 66 2/3% JOINT AND SURVIVOR ANNUITY. The retired
Participant shall receive a reduced Monthly Retirement Benefit payable
for his lifetime, the last monthly payment being for the month in which
his death occurs. If the Participant's beneficiary survives him, then
commencing with the month following the month in which his death
occurs, his beneficiary shall receive a continuing monthly benefit
equal to two-thirds of such reduced amount for such beneficiary's
lifetime, the last monthly payment being for the month in which the
death of the beneficiary occurs.
(D) OPTION D - TEN-YEAR CERTAIN AND LIFE ANNUITY. The retired
Participant shall receive a reduced Monthly Retirement Benefit payable
for his lifetime, with the continuance after his death to the
beneficiary or beneficiaries designated by him of a monthly benefit
equal to such reduced amount for the remainder, if any, of the ten-year
term commencing with the retired Participant's beginning payment date.
If any monthly benefit payments remain unpaid upon the death of the
survivor of the Participant and his beneficiary, the remaining payments
shall be made to the estate of such survivor.
If the retired Participant's beneficiary under an optional form of
payment is his spouse, spousal consent shall only be required in the case of
Option D above, and not for Options A, B or C.
A Participant's beneficiary may be any person or persons selected by
such Participant with his spouse's consent. The reduced monthly payments to be
made to a retired Participant under an optional form of payment shall be in an
amount which, on the date of commencement thereof, is the actuarial equivalent
of the monthly benefit otherwise payable to the Participant under the Plan in
lieu of which the option was elected, taking into account the age of the
Participant and the age of his beneficiary.
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ARTICLE III
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SURVIVOR BENEFITS
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3.1 If a Participant who has at least five (5) Years of Service should
die after his retirement or termination of employment but prior to the
commencement of benefit payments under the Plan, and if the Participant had a
surviving spouse as defined in the Retirement Plan, the surviving spouse shall
be eligible for payments as if the Participant had effectively elected the 50
percent joint and survivor option described under the Retirement Plan and
designated his spouse as his beneficiary.
3.2 If a Participant who has at least five (5) Years of Service should
die prior to retirement or termination of employment, and if the Participant had
a surviving spouse as defined in the Retirement Plan, the surviving spouse shall
be eligible for payments as if the Participant had retired or terminated on the
day before his death.
3.3 If a Participant had ten (10) or more Years of Service on his date
of death, his survivor benefit under this Article III shall commence on or after
the later of the month next following his date of death or the month next
following the date on which he would have attained age fifty-five (55). If a
Participant had at least five (5) but less than ten (10) Years of Service on his
date of death, his survivor benefit under this Article III shall commence on the
later of the month next following his date of death or the month next following
the date on which he would have attained age sixty-five (65).
ARTICLE IV
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SPECIAL CREDITING
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4.1 Employees who are Participants under the Plan as of its effective
date of January 1, 1985 automatically will be credited with twenty (20) Years of
Service or their actual number of
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Years of Service, whichever is greater, as of the date of their retirement or
termination of employment.
ARTICLE V
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ADMINISTRATION
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5.1 The Company shall be responsible for the administration of the
Plan. The Company shall have all such powers as may be necessary to carry out
the Plan, including the power to determine all questions relating to eligibility
for and the amount of any benefit and all questions pertaining to claims for
benefits and procedures for claim review; to resolve all other questions arising
under the Plan, including any questions of construction; and to take such
further action as the Company shall deem advisable in the administration of the
Plan. The actions taken and the decisions made by the Company hereunder shall be
final and binding upon all interested parties.
ARTICLE VI
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FUNDING
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6.1 Benefits under the Plan shall be paid out of the general assets of
the Employers including any trust or fund created for that purpose.
ARTICLE VII
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AMENDMENT AND TERMINATION
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7.1 The Company reserves the right to amend or terminate the Plan at
any time by action of its board of directors. Notwithstanding any such action,
the Company shall be obligated to pay any benefits already accrued to any
Participant under the Plan at the date of amendment or termination of the Plan
and to continue making payments in the amounts determined to any retired
Participant or his beneficiary, and shall be obligated to pay benefits in
amounts not less than the
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benefits to which a Participant or his beneficiary would be entitled hereunder
upon retirement, death or other termination of employment at the time of such
amendment or termination. If a trust is being used to fund assets under the Plan
and the Plan is terminated, any excess assets remaining in the trust after the
full value of benefits already accrued to Participants under the Plan has been
paid to such Participants or their beneficiaries shall revert to the Company.
ARTICLE VIII
MISCELLANEOUS
8.1 NON-ALIENATION OF RETIREMENT RIGHTS OR BENEFITS. Neither the
Participant nor any beneficiary shall encumber or dispose of his right to
receive any payments hereunder, which payments or the right thereto are
expressly declared to be non-assignable and non-transferable. Any payment which
the Company is required to make hereunder may be made, in the discretion of the
Company, directly to the Participant or beneficiary or to any other person for
the use or benefit of such Participant or beneficiary or that of his dependents,
if any, including any person furnishing goods or services to or for the use or
benefit of such Participant or beneficiary or that of his dependents, if any.
Each such payment may be made without the intervention of a guardian. Any
receipt by the payee shall constitute a complete acquittance to the Company with
respect thereto, and the Company shall have no responsibility for the proper
application thereof.
8.2 NO EMPLOYMENT GUARANTEED. Nothing herein contained shall be
construed as a commitment or agreement on the part of any person employed by the
Company or any Subsidiary to continue his employment with the Company or any
Subsidiary, and nothing herein contained shall be construed as a commitment on
the part of the Company or any Subsidiary to continue the employment or the
annual salary rate of any such person for any period, and all Participants shall
remain subject to discharge to the same extent as if the Plan was never put into
effect.
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8.3 INTEREST OF PARTICIPANT. The obligation of the Company under the
Plan to provide the Participant with benefits hereunder merely constitutes the
unsecured promise of the Company to make payments as provided herein, and the
Participant shall have no interest in, and no lien or prior claim upon, any
property of the Company or of any Subsidiary.
8.4 CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no
event be construed as giving any person, firm or corporation, any legal or
equitable rights as against the Company, its officers, employees, or directors,
except any such rights as are specifically provided for in the Plan or are
hereafter created in accordance with the terms of the Plan.
8.5 NO COMPETITION. The right of any Participant, surviving spouse, or
other beneficiary to a supplemental retirement benefit under the Plan will be
terminated, or, if payment thereof has begun, all further payments will be
discontinued and forfeited, in the event the Participant (i) at any time
wrongfully discloses any secret process or trade secret of the Company or any of
its Subsidiaries, or (ii) engages, either directly or indirectly, as an officer,
trustee, employee, consultant, partner, or substantial shareholder, on his own
account or in any other capacity, in a business venture within the ten-year
period following his retirement or termination of employment that the Company's
board of directors reasonably determines to be competitive with the Company to a
degree materially contrary to the Company's best interest.
8.6 SEVERABILITY. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.
8.7 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Ohio.
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8.8 SUCCESSORS AND ASSIGNS. The Plan and the obligations created
hereunder shall be binding upon the Company and its successors and assigns.
8.9 DISHONEST CONDUCT OF A PARTICIPANT. Notwithstanding anything to the
contrary contained in the Plan, if a Participant's employment with an Employer
is terminated because the Company determines the Participant (i) engaged in
dishonest or fraudulent acts against an Employer, (ii) willfully injured
property of an Employer, (iii) conspired against an Employer, or (iv) disclosed
confidential information concerning an Employer, then no supplemental retirement
benefit shall be payable to the Participant or his surviving spouse under the
Plan.
EXECUTED at Orrville, Ohio, this 6th day of July, 1999.
THE J. M. SMUCKER COMPANY
/s/ Richard K. Smucker
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By: Richard K. Smucker
President
/s/ Philip P. Yuschak
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By: Philip P. Yuschak
Treasurer
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