EXHIBIT 10(g) -- BEMIS COMPANY, INC. LONG TERM DEFERRED COMPENSATION PLAN
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AMENDED AND RESTATED
BEMIS COMPANY, INC.
LONG TERM DEFERRED COMPENSATION PLAN
(AS OF AUGUST 4, 1999)
Section 1. PURPOSE OF PLAN. The purpose of the Bemis Company,
Inc. Long Term Deferred Compensation Plan (the "Plan") is to enable key
executives and directors to accumulate additional funds for retirement or other
future needs by deferring current income. The plan is intended to qualify as an
unfunded plan for a select group of management or highly compensated employees
under Labor Department Reg. 2520.104-23, and will be construed and administered
consistent with that intent.
Section 2. DEFINITIONS. The following definitions shall apply
for purposes of this Plan:
(a) "Account" means an Account established pursuant to Section 6.
(b) "Beneficiary" means the person or persons a Participant
designates as such on his or her Participation Agreement or by
means of a separate written designation filed with the
Company. The Participant may alter or revoke such designation
without the consent of the Beneficiary. If there is no such
designation in effect at the time of the Participant's death,
or none of the designated Beneficiaries survives the
Participant, the Participant's estate shall be the
Beneficiary. If a Beneficiary survives the Participant, but
dies before payment of all amounts to which the Beneficiary is
entitled, any remaining payments will be made to the
Beneficiary's estate, unless the Participant designates
otherwise.
(c) "Board" means the board of directors of the Company, and
includes any executive committee thereof authorized to act for
the board of directors.
(d) "Committee" means the Bemis Employee Benefits Committee.
(e) "Company" means Bemis Company, Inc., a Missouri corporation.
(f) "Participant" means an individual designated as such pursuant
to Section 4.
(g) "Participating Employer" means the Company and any subsidiary
or affiliate of the Company which employs one or more
Participants.
(h) "Participation Agreement" is the agreement entered into
between a Participant and the Company regarding participation
in this Plan.
(i) "Plan Year" means the twelve month period ending each December
31, and corresponds to the fiscal year of the Participating
Employers.
(j) "Termination of Service" of a Participant who is an employee
of a Participating Employer shall be deemed to occur upon the
happening of any event which, under the policy of the Company,
results in the termination of the employer-employee
relationship; provided, however, that Termination of Service
shall not be deemed to occur upon any transfer between
Participating Employers. In the case of Company directors who
are not employees, "Termination of Service" for purposes of
the Plan means the date the individual ceases to be a
director.
Section 3. ADMINISTRATION OF PLAN. The Plan shall be
administered in behalf of the Company by the Committee, subject to the
following:
(a) The Committee shall have discretionary authority to construe
the terms of the Plan and to make all decisions and
interpretations incident thereto. The Committee may from time
to time adopt such rules for the administration of the Plan as
it deems appropriate.
(b) The decision of the Committee on any matter affecting the Plan
or the rights and obligations arising under the Plan shall be
final and binding upon all persons.
(c) The Committee shall have authority to designate employees of
the Participating Employers as Participants.
(d) The Committee shall enter into a Participation Agreement with
each Participant. Such Agreements may be executed in behalf of
the Committee by one or more members thereof.
(e) As of the beginning of each Plan Year the Committee shall
approve the value of each Account and shall review all other
calculations made under the Plan.
Section 4. ELIGIBILITY TO PARTICIPATE. Participants who are
employees shall be designated by the Committee from among key executives of the
Participating Employers. In addition, each director of the Company who is not an
employee is a Participant. The terms of a Participant's deferral election shall
be set forth in a Participation Agreement executed by the Participant and
Committee.
Section 5. DEFERRAL OF COMPENSATION. Each Plan Year a
Participant may elect to have his bonus or director fees with respect to that
Plan Year reduced by an amount or percentage designated by the Participant. Said
elections are subject to the following:
(a) The reduction may be designated as a percentage of the bonus
or director fees, as a dollar amount, or as a combination of
the two. (For example, the Participant may direct a deferral
equal to 50% of his or her bonus to the extent the bonus
exceeds $10,000.) No particular formula need be used, provided
the deferral formula is clearly stated in the Participant's
Participation Agreement.
(b) The reduction must be specified in a written Participation
Agreement filed with the Committee. Participation Agreements
are subject to the following:
(1) Participation Agreements with respect to bonuses
must be filed on or before June 30 of the year in
which the bonus is earned.
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(2) However, if an employee first becomes a participant
after June 1 of a Plan Year, he may elect a deferral
not later than thirty days after the date he becomes
a participant; provided, however, that any such
election with respect to bonuses earned in a
particular Plan Year be made not later than December
24 of that Plan Year.
(3) Elections by a non-employee director with regard to
deferral of director fees must be made not later
than ten days prior to the start of the first
calendar quarter during which director fees are to
be deferred.
(4) However, a non-employee director may make his
initial deferral election not later than thirty days
after the date he becomes a director.
(c) The amount by which a Participant's bonus or director fees is
reduced will be credited to his Account as provided in Section
6.
Section 6. PARTICIPANT ACCOUNTS. One or more Accounts shall be
established for each Participant who elects to defer compensation pursuant to
Section 5, subject to the following:
(a) As part of his election to defer all or a part of his annual
bonus or director fees, the Participant shall designate
whether the deferral amount will be credited 100% to Account
A, 100% to Account B, or 50% to Account A and 50% to Account
B. Account A will be credited with interest as specified in
subsection (b). Account B will be adjusted up or down to
reflect the market performance and dividends on common stock
of the Company, as provided in subsection (c). Bonus amounts
which are deferred will be credited to Account A and/or
Account B as of January 1 of the year in which the bonus would
otherwise be paid to the Participant. For example, bonuses
earned with respect to 1995 would normally be paid to the
Participant early in 1996 and the deferred portion of any such
bonus will be credited to the appropriate deferred
compensation Account as of January 1, 1996. Director fees
which are deferred will be credited to Account A and/or
Account B as of the first day of the month in which the
director fees would have been paid but for the deferral.
(b) Amounts a Participant elects to have credited to his Account A
will be credited with interest each Plan Year at an annual
rate equal to the published prime rate at Norwest Bank
Minnesota, N.A. on the first business day of said Plan Year.
Said interest will be accrued and compounded quarterly.
(c) Amounts a Participant elects to have credited to his Account B
will be adjusted to reflect the performance of common stock of
the Company as follows:
(1) Amounts credited to Account B as of the first day of
any month as a result of a non-employee director's
election to defer director fees, will be converted
to phantom units by dividing the dollar amount
credited by the closing price of a share of the
Company's common stock on the New York Stock
Exchange on the first business day of that month.
(2) Amounts credited to Account B as of any January 1 as
a result of an employee's election to defer all or
part of his annual bonus will be converted to
phantom units by dividing the dollar amount credited
by the average closing price of a share of the
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Company's common stock on the New York Stock
Exchange on the last 20 trading days of the
preceding December.
(3) Phantom units outstanding on the record date for a
dividend on the Company's common stock will be
credited with dividends on said phantom units in a
dollar amount per unit equal to the actual dividend
on the Company's common stock. Each such dividend
will be converted to additional phantom units as of
the dividend payment date with the number of
additional units to be determined by dividing the
aggregate dividend on the existing phantom units by
the closing price of a share of the Company's common
stock on the New York Stock Exchange on said
dividend payment date.
(4) As of the first business day of any month in which a
payment is to be made to a Participant or a
Beneficiary under the Plan, the phantom units with
respect to which payment is being made will be
converted back to a dollar amount by multiplying
each phantom unit by the average closing price of a
share of the Company's common stock on the New York
Stock Exchange on the last 20 trading days of the
preceding month.
(5) The Committee may adjust the number of phantom units
credited to a Participant's Account to reflect the
effect of stock dividends, splits, reverse splits,
or any other adjustments for which the Committee
deems such an adjustment to be appropriate.
(d) More than one Account A or Account B may be established for a
Participant to reflect changes in the Participant's election
with regard to timing of benefit payouts. For example, if a
Participant directs that his bonuses earned in 1994 through
1996 will be paid at Termination of Service, while his bonuses
earned in 1997 and 1998 will be paid beginning in the year
2010, separate Accounts A and B would be established to
reflect the separate payout elections.
(e) During the Plan Year in which the Participant has a
Termination of Service, he may direct that all or any part of
his units in Account B be converted to a fixed dollar amount
and transferred to Account A. The fixed dollar amount shall be
determined as of January 1 of the Plan Year following the Plan
Year in which the election is made and will be determined by
multiplying the number of phantom units which are being
converted by the average closing price of a share of the
Company's common stock on the New York Stock Exchange on the
last 20 trading days of the preceding December.
Section 7. PAYMENT OF BENEFITS. As part of his deferral
election, a Participant shall designate the year or years in which the deferred
amounts will be paid to him. A Participant may designate that the entire amount
will be paid in one year, or that payment will be made in annual installments
over a period of five or ten years beginning with a designated year. Such
elections are subject to the following:
(a) A designation may designate a particular year for commencement
of payments (e.g., 2010) or the commencement date may be by
reference to the Participant's Termination of Service. If a
particular year is designated, it must be a year commencing
more than six months after the date the deferred amounts would
have been paid but for the deferral election.
(b) If the Participant designates that payments will occur over a
period of five or ten years, the amount payable in a
particular year will be equal to his Account balance divided
by the
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number of remaining installments including the current
installment. Payments will come pro rata from Account A and
Account B, in proportion to the relative values of the
Accounts from which payment is being made.
(c) In the event of a Participant's death, payments will be made
to his Beneficiary in installments over the five year period
beginning with the year following the Participant's death.
However, a Participant may as part of his deferral election
designate some other form of payment with regard to death
benefits, provided, however that in any event all death
benefit payments must be completed not later than ten years
following the Participant's death.
(d) Amounts payable in a particular Plan Year will be paid in
January of that Plan Year.
Section 8. MISCELLANEOUS PROVISIONS.
(a) No Participant of Beneficiary shall have any right to assign,
pledge, transfer or otherwise hypothecate this Plan or the
payments hereunder, in whole or in part. Benefits under this
Plan will not be subject to execution, attachment, garnishment
or similar process.
(b) This Plan constitutes the company's unconditional promise to
pay the amounts which become payable pursuant to the terms
hereof. A Participant's rights are solely those of an
unsecured creditor. This Plan does not give any Participant or
Beneficiary a security interest in any specific assets of the
Company. Accounts are for bookkeeping purposes only, and do
not require any segregation of assets.
(c) The Committee may in its sole discretion arrange for payment
by each Participating Employer of the amounts the Committee
determines are attributable to service with that Participating
Employer.
(d) In the event of a dispute over whether a Participant is
eligible for a benefit hereunder (or the amount thereof), the
Participant is responsible for paying any costs he or she
incurs in pursuing said claim, including his or her legal
expenses and attorney fees, and the Company is responsible for
payment of any costs, legal expenses and attorney fees it
incurs.
(e) This Agreement shall not be construed as a contract of
employment and does not restrict the right of the Company or
any other Participating Employer to discharge the Participant
or the right of the Participant to terminate employment.
(f) The provisions of this Agreement shall be construed and
enforced according to the laws of Minnesota.
(g) This Agreement shall be binding upon and for the benefit of
the successors and assigns of the Company, whether by way of
merger, consolidation, operation of the law, assignment,
purchase or other acquisition of substantially all of the
assets or business of the Company, and any such successor or
assign shall absolutely and unconditionally assume all of the
Company's obligations hereunder.
(h) In addition to any other applicable provisions of
indemnification, the Company agrees to indemnify and hold
harmless, to the extent permitted by law, each member of the
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Committee (collectively referred to herein as "Indemnitee")
against any and all liabilities, losses, costs or expenses
(including legal fees) of whatsoever kind and nature which may
be imposed on, reasonably incurred by or asserted against such
person at any time by reason of such person's services in
connection with the Plan, but only if such person did not
dishonestly or in bad faith or in willful violation of the law
or regulations under which such liability, loss, cost or
expense arises. The Company shall have the right, but not the
obligation, to select counsel and control the defense and
settlement of any action against the Indemnitee for which the
Indemnitee may be entitled to indemnification under this
provision.
(i) The Plan may be amended from time to time by the Company, by
action of the Board. The Board may delegate authority to amend
the Plan to the Committee.
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