Exhibit 10.11
________________________________________________________________________________
VLASIC FOODS INTERNATIONAL INC.
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DIRECTOR COMPENSATION PLAN
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Dated: __________, 1998
________________________________________________________________________________
DIRECTOR COMPENSATION PLAN
TABLE OF CONTENTS
ARTICLE Page
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I. PURPOSES............................................................1
II. DEFINITIONS.........................................................1
III. ADMINISTRATION......................................................3
IV. SHARES SUBJECT TO THE PLAN..........................................3
▇. ▇▇▇▇▇ OF OPTIONS....................................................4
VI. RESTRICTED STOCK AWARDS.............................................6
VII. UNRESTRICTED STOCK AWARDS...........................................7
VIII. DEFERRAL OF RECEIPT OF CASH COMPENSATION............................7
IX. CHANGE IN CONTROL OF THE COMPANY....................................8
X. AMENDMENTS AND TERMINATION.........................................11
XI. GENERAL PROVISIONS.................................................11
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ARTICLE I
PURPOSES
The purposes of the Plan are to attract and retain the services
of experienced and knowledgeable directors of Vlasic Foods International Inc.,
to encourage such directors to acquire a proprietary interest in the growth and
performance of the Company, and to provide them with an opportunity to defer
receipt of cash compensation to which they become entitled as directors, thus
enhancing the value of the Company for the benefit of its shareowners.
The Plan shall become effective on March 30, 1998, upon approval
by ▇▇▇▇▇▇▇▇ Soup Company as sole shareowner of the Company. With respect to new
grants, the Plan shall terminate on March 30, 2008. With respect to outstanding
Options, the Plan shall terminate on the date on which all outstanding Options
have expired or terminated.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have
these meanings:
(S)2.1. "AWARD" means, individually or collectively, any Option,
Restricted Stock Award, or Unrestricted Stock Award.
(S)2.2. "BENEFICIARY" means the person that the Eligible Director
designates to receive any unpaid portion of the Eligible Director's Deferred
Account balance should the Eligible Director's death occur before the Eligible
Director receives the entire Deferred Account balance. If the Eligible Director
does not designate a Beneficiary, his or her Beneficiary shall be his or her
spouse if he or she is married at the time of death, or his or her estate if he
or she is unmarried at the time of death.
(S)2.3. "BOARD" means the Board of Directors of the Company.
(S)2.4. "CAUSE" means the termination of an Eligible Director's
membership on the Board by reason of his or her engaging in conduct that
constitutes willful gross misconduct that is demonstrably and materially
injurious to the Company, monetarily or otherwise, misappropriation of funds,
willful and material misrepresentation to the directors, gross negligence in the
performance of the Eligible Director's duties having a material adverse effect
on the business, operations, assets, properties or financial condition of the
Company, or entering into competition with the Company. No act, nor failure to
act, on the Eligible Director's part shall be considered "willful" unless he or
she has acted, or failed to act, with an absence of good faith and without a
reasonable belief that his or her action or failure to act was in the best
interest of the Company and its affiliates.
(S)2.5. "CODE" means the Internal Revenue Code of 1986, as amended.
(S)2.6. "COMPANY" means Vlasic Foods International Inc.
(S)2.7. "COMPENSATION" for purposes of Article VIII means all amounts
paid to an Eligible Director in exchange for services rendered to the Company as
a member of the Board, excluding amounts paid in the form of Options pursuant to
the terms of the Plan.
(S)2.8. "DEFERRED ACCOUNT" means the bookkeeping investment accounts to
which amounts of deferred Compensation are credited, including earnings credited
▇▇▇▇▇▇▇.
(S)2.9. "EFFECTIVE DATE" means March 30, 1998.
(S)2.10. "ELIGIBLE DIRECTOR" means each member of the Board who is not an
employee of the Company or any of the Company's subsidiaries (as defined in
section 424(f) of the Code).
(S)2.11. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(S)2.12. "FAIR MARKET VALUE" means, as of any specified date, an amount
equal to the mean between the reported high and low prices of Vlasic Stock on
the New York Stock Exchange composite tape on the specified date.
(S)2.13. "GRANT DATE" means the date on which an Option is granted. If
such date is not a business day, then the Grant Date shall be the following
business day.
(S)2.14. "OPTION" means any right granted to an Optionee allowing such
Optionee to purchase Shares at such price or prices and during such period or
periods as are set forth in the Plan. All Options shall be non-qualified options
and shall not be qualified for the favorable tax treatment afforded under
section 422 of the Code.
(S)2.15. "OPTIONEE" means an Eligible Director who is granted an Option
under the Plan.
(S)2.16. "PERSONAL REPRESENTATIVE" means the person or persons who, upon
the death, disability, or incompetency of an Optionee, shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option theretofore granted to such Optionee.
(S)2.17. "PLAN" means the Vlasic Foods International Inc. Director
Compensation Plan.
(S)2.18. "RESTRICTED STOCK AWARD" means an Award granted under Article VI.
(S)2.19. "RESTRICTION PERIOD" means a period of time determined under Section
6.2 during which Restricted Stock is subject to the terms and conditions
provided under Section 6.3.
(S)2.20. "SHARES" means shares of Vlasic Stock.
(S)2.21. "STATEMENT" means a written confirmation of an Award under the
Plan furnished to the Participant.
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(S)2.22. "UNRESTRICTED STOCK AWARD" means an Award granted under Article
VII.
(S)2.23. "VLASIC STOCK" means the common stock of the Company.
ARTICLE III
ADMINISTRATION
Subject to the terms of the Plan, the Board shall have full and
exclusive power to interpret the provisions and supervise the administration of
the Plan.
ARTICLE IV
SHARES SUBJECT TO THE PLAN
(S)4.1. TOTAL NUMBER. Subject to adjustment as provided in this Section
4.1 and Section 4.4, (i) the total number of Shares as to which Options may be
granted under the Plan, or that may be the subject of Restricted or Unrestricted
Stock Awards grants under the Plan, shall be 350,000 Shares, and (ii) no less
than 80% of such Shares shall be issuable upon exercise as Options. Any Shares
issued pursuant to Options and other Awards hereunder may consist, in whole or
in part, of authorized but unissued Vlasic Stock or Vlasic Stock previously
issued and outstanding and reacquired by the Company.
(S)4.2. REDUCTION IN NUMBER OF SHARES AVAILABLE.
(a) The grant of an Option or a Restricted or Unrestricted Stock
Award shall reduce the number of Shares as to which Awards may be granted
by the number of Shares subject to such Option or Restricted or
Unrestricted Stock Award.
(b) Any Shares issued by the Company through the assumption or
substitution of outstanding grants of an acquired company shall not reduce
the Shares available for grants under the Plan.
(S)4.3. INCREASE IN NUMBER OF SHARES AVAILABLE. The lapse, expiration,
cancellation or other termination of an Option that has not been fully exercised
or of another Award shall increase the number of Shares available for an Award
by the number of Shares that have not been issued upon exercise of such Option
or the number of Shares no longer subject to such other Award. In addition, any
Shares tendered in exercise of an Option shall again be available for Awards
under the Plan.
(S)4.4. OTHER ADJUSTMENTS. In case of any reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other changes in the corporate structure
or shares of the Company, appropriate adjustments may be made by the Board (or
if the Company is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) in the aggregate number and
kind of shares subject to the Plan, and the number and kind of shares and the
price per share subject to outstanding Options or that may be issued under
outstanding Restricted Stock Awards or
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pursuant to Unrestricted Stock Awards. Appropriate adjustments may also be made
by the Committee in the terms of any Option Letter or Awards under the Plan, to
reflect such changes and to modify any other terms of outstanding Option Letter
or Awards on an equitable basis.
ARTICLE V
GRANT OF OPTIONS
(S)5.1. GRANT OF OPTIONS. [AS DESCRIBED IN THE FORM 10 (PG. 47), ELIGIBLE
DIRECTORS WILL RECEIVE ANNUAL GRANTS OF OPTIONS VALUED AT $40,000.]
(a) On March 30, 1998, each Eligible Director shall be granted
an Option to acquire [__] Shares.
(b) Thereafter, each Eligible Director shall be granted an
Option to acquire [_____] Shares on January 1 of each succeeding year, beginning
January 1, 1999.
(S)5.2. PRO-RATA GRANT OF OPTIONS.
(a) An Eligible Director who is not initially elected at an
annual meeting of shareowners of the Company shall, within 10 business days of
his or her election, be granted an Option to acquire a number of Shares equal to
[___] multiplied by a fraction the numerator of which is the number of months
remaining from date of election until the end of the calendar year and the
denominator of which is twelve (12).
(b) Any fractional Options resulting from such calculations
shall be rounded up to the nearest whole number.
(S)5.3. VESTING. The right to exercise any Option will vest cumulatively
over three years of the rate at 30%, 60% and 100%, respectively on the first
three anniversaries of the Grant Date.
(S)5.4. OPTION PRICE. The purchase price per Share purchasable under an
Option shall be 100% of the Fair Market Value of a Share on the Grant Date.
(S)5.5. OPTION PERIOD. Each Option granted shall expire 10 years from its
Grant Date, and shall be subject to earlier termination as hereinafter provided.
(S)5.6. TRANSFERABILITY. An Option may, at the election of the Eligible
Director, be transferred to the spouse or a descendant of the Eligible Director,
or a trust for the benefit of the spouse or descendants. In addition, Options
shall be transferable by will or the laws of descent and distribution. Any
transfer contrary to this Section 5.6 will nullify the Option.
(S)5.7. EXERCISE.
(a) If the Board service of an Eligible Director is terminated
for reasons other than (i) death, (ii) discharge for Cause, (iii) retirement, or
(iv) resignation, the Eligible Director may exercise an Option at any time
within three years after such termination, to the extent of the
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number of Shares covered by such Option that were exercisable at the date of
such termination; except that an Option shall not be exercisable on any date
beyond the expiration of such three-year period or the expiration date of such
Option, whichever occurs first.
(b) If the Board service of an Eligible Director is terminated
for Cause, any Options of such Eligible Director shall expire and any rights
thereunder shall terminate immediately. Any Option of an Eligible Director whose
Board service is terminated by resignation may be exercised at any time within
three months of such resignation, to the extent that the number of Shares
covered by such Option were exercisable at the date of such resignation; except
that an Option shall not be exercisable on any date beyond the expiration date
of such Option.
(c) Should an Eligible Director die either while a member of the
Board or after termination of Board service (other than removal for Cause), the
Option rights of such deceased ▇▇▇▇▇▇▇▇ Director may be exercised by his or her
Personal Representative at any time within three years after the Eligible
Director's death, to the extent of the number of Shares covered by such Option
that were exercisable at the date of such death; except that an Option shall not
be so exercisable on any date beyond the expiration date of such Option.
If an Eligible Director who was granted an Option should die
within 180 days of the expiration date of such Option, and if on the date of
death the Eligible Director was then entitled to exercise such Option, and if
the Option expires without being exercised, the Personal Representative of the
Eligible Director shall receive in settlement a cash payment from the Company of
a sum equal to the amount, if any, by which the Fair Market Value (determined on
the expiration date of the Option) of Vlasic Stock subject to the Option exceeds
the Option Price.
(d) Any Option of an Eligible Director whose Board service
terminates after age 55 and five (5) years of Board service shall become fully
vested on such termination date and may be exercised at any time up to three
years after such termination, as determined by the Board, except that an Option
shall not be exercisable on any date beyond the expiration date of such Option.
(S)5.8. METHOD OF EXERCISE. Any Option may be exercised by the Optionee
in whole or in part at such time or times and by such methods as the Board may
specify. The applicable Statement may provide that the Optionee may make payment
of the Option price in cash, Shares, or such other consideration as the Board
may specify, or any combination thereof, having a Fair Market Value on the
exercise date equal to the total Option price.
(S)5.9. ISSUANCE OF CERTIFICATES; PAYMENT OF CASH. Only whole Shares
shall be issuable upon exercise of Options. Any right to a fractional Share
shall be satisfied in cash. Upon payment to the Company of the option price, the
Company shall deliver to the Optionee a certificate for the number of whole
Shares, or a book-entry notation, and a check for the Fair Market Value on the
date of exercise of any fractional share to which the Optionee is entitled.
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ARTICLE VI
RESTRICTED STOCK AWARDS
(S)6.1. AWARD OF RESTRICTED STOCK.
(a) The Board may make a Restricted Stock Award to any Eligible
Director, subject to this Article VI and to such other terms and conditions as
the Board may prescribe.
(b) Each certificate for Restricted Stock shall be registered in
the name of the Eligible Director and deposited by him or her, together with a
stock power endorsed in blank, with the Company.
(S)6.2. RESTRICTION PERIOD. At the time of making a Restricted Stock
Award, the Board shall establish the Restriction Period applicable to such
Award. The Board may establish different Restriction Periods from time to time
and each Restricted Stock Award may have a different Restriction Period, in the
discretion of the Board. A Restriction Period shall not be changed except as
permitted by Section 6.3.
(S)6.3. OTHER TERMS AND CONDITIONS. Vlasic Stock, when awarded pursuant
to a Restricted Stock Award, will be represented by a book-entry notation or a
stock certificate registered in the name of the Eligible Director who receives
the Restricted Stock Award. Such certificate, if any, shall be deposited with
the Company as provided in Section 6.1(b). The Eligible Director shall be
entitled to receive dividends during the Restriction Period and shall have the
right to vote such Vlasic Stock and shall have all other shareowner's rights,
with the exception that (i) the Eligible Director will not be entitled to
delivery of a stock certificate during the Restriction Period, (ii) the Company
will retain custody of the certificate, if any, during the Restriction Period,
and (iii) a breach of the restriction or a breach of the terms and conditions
established by the Board pursuant to the Restricted Stock Award will cause a
forfeiture of the Restricted Stock Award. The Eligible Director may satisfy his
or her obligations under applicable federal, state and local tax laws in effect
from time to time, by electing to have the Company withhold a portion of the
Restricted Stock Award to be delivered for the payment of such taxes. The Board
may, in its sole discretion, prescribe additional restrictions, terms or
conditions upon or to the Restricted Stock Award from time to time.
(S)6.4. RESTRICTED STOCK AWARD STATEMENT. Each Restricted Stock Award
shall be evidenced by a Restricted Stock Award Statement.
(S)6.5. PAYMENT FOR RESTRICTED STOCK. Restricted Stock Awards may be made
by the Board under which the Eligible Director shall not be required to make any
payment for the Vlasic Stock or, in the alternative, under which the Eligible
Director, as a condition to the Restricted Stock Award, shall pay all (or any
lesser amount than all) of the Fair Market Value of the Vlasic Stock, determined
as of the date the Restricted Stock Award is made. If the latter, such purchase
price shall be paid in cash as provided in the Restricted Stock Award Statement.
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ARTICLE VII
UNRESTRICTED STOCK AWARDS
(S)7.1. The Board may make an Unrestricted Stock Award to an Eligible
Director in recognition of outstanding achievement or as an award for an
Eligible Director who receives a Restricted Stock Award when performance goals,
as may be established by the Board or its delegate from time to time, are
exceeded.
(S)7.2. Each certificate or book-entry notation for unrestricted Vlasic
Stock shall be registered in the name of the Participant and immediately be
delivered to him or her.
ARTICLE VIII
DEFERRAL OF RECEIPT OF CASH COMPENSATION
(S)8.1. ELECTION TO DEFER RECEIPT OF DIRECTOR'S COMPENSATION. Subject to
the rules and procedures established by the Board, an Eligible Director may
elect to defer receipt of all or a portion of any cash Compensation payable to
him or her. The amount of Compensation so deferred shall be credited to a
Deferred Account established for the Eligible Director. An Eligible Director who
is subject to tax in a foreign jurisdiction shall not be eligible to defer
receipt of Compensation unless a deferral election has been approved by the
Board, or its delegate.
(S)8.2. ADMINISTRATION OF DEFERRED ACCOUNTS. The Board, or its delegate,
shall establish rules and procedures regarding the timing of deferred elections,
the time period for deferral, the maximum number of annual installment payments,
the measurement units for valuing Deferred Accounts, transfer of the balances in
Deferred Accounts among measurement units, statements of Deferred Accounts, the
time and manner of payment of Deferred Accounts, and other administrative items
for Deferred Accounts.
(S)8.3. PAYMENT IN EVENT OF DEATH. If the Eligible Director dies (before
or after his or her retirement), any portion of his or her Deferred Account then
unpaid shall be paid to the Beneficiary named in the most recent Beneficiary
designation filed with the Corporate Secretary of the Company or, in the absence
of such designation, paid to, or as directed by, his or her Personal
Representative, in such one or more installments as the Eligible Director may
have elected, subject to the rules and procedures established by the Board.
(S)8.4. CONDITIONS OF PAYMENT OF DEFERRED ACCOUNTS. Prior to a Change in
Control (as defined in Section 9.2), an Eligible Director who is removed for
Cause by action of the shareowners of the Company or as otherwise determined by
the Board shall, unless otherwise determined by such shareowners or the Board,
respectively, in connection with the termination of Board service, lose any
right to receive payment of his or her Deferred Account.
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ARTICLE IX
CHANGE IN CONTROL OF THE COMPANY
(S)9.1. CONTRARY PROVISIONS. Notwithstanding anything contained in the
Plan to the contrary, the provisions of this Article IX shall govern and
supersede any inconsistent terms or provisions of the Plan.
(S)9.2. DEFINITION OF "CHANGE IN CONTROL". For purposes of the Plan
"Change in Control" means any of the following events:
(a) The acquisition in one or more transactions by any "Person"
(as the term person is used for purposes of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding voting securities (the "Voting Securities"); provided, however,
that for purposes of this Section 9.2(a), the Voting Securities acquired
directly from the Company by any Person shall be excluded from the determination
of such Person's Beneficial ownership of Voting Securities (but such Voting
Securities shall be included in the calculation of the total number of Voting
Securities then outstanding); or
(b) The individuals who, as of the later of April 1, 1998 or the
first date that the membership of the Board reaches seven (7), are members of
the Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or nomination
for election by the Company's shareowners, of any new Director was approved by a
vote of at least two-thirds of the Incumbent Board, such new Director shall, for
purposes of the Plan, be considered as a member of the Incumbent Board; or
(c) Approval by shareowners of the Company of (i) a merger or
consolidation involving the Company if the shareowners of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly, immediately following such merger or consolidation, more than eighty
percent (80%) of the combined voting power of the outstanding Voting Securities
of the corporation resulting from such merger or consolidation in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger or consolidation or (ii) a complete liquidation or
dissolution of the Company or an agreement for the sale or other disposition of
all or substantially all of the assets of the Company; or
(d) Acceptance by shareowners of the Company of shares in a
share exchange if the shareowners of the Company, immediately before such share
exchange, do not own, directly or indirectly, immediately following such share
exchange, more than eighty percent (80%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting
Securities outstanding immediately before such share exchange.
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Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because twenty-five percent (25%) or more of the then
outstanding Voting Securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries, (ii) any entity that, immediately prior to
such acquisition, is entirely owned (directly or indirectly) by shareowners of
the Company in the same proportions as their ownership of stock in the Company
immediately prior to such acquisition, (iii) any "Grandfathered ▇▇▇▇▇▇▇▇ Family
shareowner" (as hereinafter defined) or (iv) any Person who has acquired such
Voting Securities directly from any Grandfathered ▇▇▇▇▇▇▇▇ Family shareowner but
only if such Person has executed an agreement that is approved by two-thirds of
the Board and pursuant to which such Person has agreed that he or she (or they)
will not increase his or her (or their) Beneficial Ownership (directly or
indirectly) to thirty percent (30%) or more of the outstanding Voting Securities
(the "Standstill Agreement") and only for the period during which the Standstill
Agreement is effective and fully honored by such Person. For purposes of this
Section, "Grandfathered ▇▇▇▇▇▇▇▇ Family shareowner" means at any time a
"▇▇▇▇▇▇▇▇ Family shareowner" (as hereinafter defined) who or which is at the
time in question the Beneficial Owner solely of (v) Voting Securities
beneficially owned by such individual on April 1, 1998, (w) Voting Securities
acquired directly from the Company, (x) Voting Securities acquired directly from
another Grandfathered ▇▇▇▇▇▇▇▇ Family shareowner, (y) Voting Securities that are
also Beneficially Owned by other Grandfathered ▇▇▇▇▇▇▇▇ Family shareowners at
the time in question, and (z) Voting Securities acquired after April 1, 1998
other than directly from the Company or from another Grandfathered ▇▇▇▇▇▇▇▇
Family shareowner by any "▇▇▇▇▇▇▇▇ Grandchild" (as hereinafter defined);
provided that the aggregate amount of Voting Securities so acquired by each such
▇▇▇▇▇▇▇▇ Grandchild shall not exceed five percent (5%) of the Voting Securities
outstanding at the time of such acquisition. A "▇▇▇▇▇▇▇▇ Family shareowner" who
or which is at the time in question the Beneficial Owner of Voting Securities
that are not specified in clauses (v), (w), (x), (y) and (z) of the immediately
preceding sentence shall not be a Grandfathered ▇▇▇▇▇▇▇▇ Family shareowner at
the time in question. For purposes of this Section, "▇▇▇▇▇▇▇▇ Family
shareowners" means individuals who are descendants of the late ▇▇. ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇. and/or the spouses, fiduciaries and foundations of such
descendants. A "▇▇▇▇▇▇▇▇ Grandchild" means as to each particular grandchild of
the late ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., all of the following taken collectively:
such grandchild, such grandchild's descendants and/or the spouses, fiduciaries
and foundations of such grandchild and such ▇▇▇▇▇▇▇▇▇▇'s descendants.
Moreover, notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the "Subject Person")
acquired Beneficial Ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company that, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Person; provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company, and after such share acquisition by the Company, the
Subject Person becomes the Beneficial Owner of any additional Voting Securities
that increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.
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(S)9.3. EFFECT OF CHANGE IN CONTROL ON OPTIONS. Upon a Change in Control,
(a) all Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable and (b) any Eligible Director who may be
subject to liability under Section 16(b) of the Exchange Act, will be permitted
to surrender for cancellation for a period of sixty (60) days commencing after
the later of such Change in Control or the expiration of six months from the
Grant Date, any Option (or portion of an Option), to the extent not yet
exercised and the Eligible Director will be entitled to receive a cash payment
in an amount equal to the excess, if any, in respect of each Option surrendered,
(i) the greater of (x) the Fair Market Value, on the date preceding the date of
surrender of the Shares subject to the Option (or portion thereof) surrendered
or (y) the Fair Market Value of the Shares subject to the Option (or portion
thereof) surrendered, over (ii) the aggregate purchase price for such Shares
under the Option.
(S)9.4. EFFECT OF CHANGE IN CONTROL OR RESTRICTED STOCK AWARDS. Upon a
Change in Control, the Eligible Director shall (i) become vested in, and
restrictions shall lapse on, the greater of (A) fifty percent (50%) of the
Restricted Stock Award or (B) a pro rata portion of such Restricted Stock Award
based on the portion of the Restriction Period that has elapsed to the date of
the Change in Control and the aggregate vesting percentage determined pursuant
to this clause (B) shall be applied to vesting first such awards granted the
earliest in time preceding the Change in Control (the "Vested Performance
Awards") and (ii) be entitled to receive the prompt delivery of such shares.
(S)9.5. EFFECT OF CHANGE IN CONTROL ON DEFERRED ACCOUNTS.
(a) Upon a Change in Control, the benefits accrued as if
invested in Vlasic Stock shall be converted into a cash equivalent amount equal
to the greater of (i) the highest price per share of such stock paid to holders
of Vlasic Stock in any transaction (or series of transactions) constituting or
resulting in a Change in Control or (ii) the highest fair market value per Share
during the ninety (90) day period ending on the date of a Change in Control
multiplied by the number of Shares of Vlasic Stock credited to an Eligible
Director's Deferred Account under the Plan. The resulting cash equivalent amount
shall promptly be credited to (i) the remaining hypothetical investments in the
Eligible Director's Deferred Account, in the same relative proportions as those
hypothetical investments or (ii) if an Eligible Director's Deferred Account was
credited entirely in the hypothetical Vlasic Stock fund, the most conservative
hypothetical investment.
(b) Upon an Eligible Director's termination of Board service
following a Change in Control for any reason (other than for Cause, as
determined by the Board or the shareowners of the Company) within two years
following a Change in Control, the Company shall pay in a lump sum cash payment
the value of his or her Deferred Account (together with any interest or
investment earnings accrued thereon to the date of payment).
(S)9.6. AMENDMENT OR TERMINATION. This Article IX shall not be amended or
terminated at any time if any such amendment or termination would adversely
affect the rights of any Eligible Director under the Plan.
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ARTICLE X
AMENDMENTS AND TERMINATION
(S)10.1. BOARD AUTHORITY. The Board may amend, alter, or terminate the
Plan, but no amendment, alteration, or termination shall be made (i) that would
impair or adversely affect the rights of an Eligible Director under an
outstanding Award without the Eligible Director's consent or (ii) without the
approval of the shareowners if such approval is necessary to comply with any
tax, exchange or regulatory requirement.
(S)10.2. PRIOR SHAREOWNER AND OPTIONEE APPROVAL. Notwithstanding any
provision of this Plan to the contrary, in the event that amendments to the Plan
are required in order that the Plan or any other stock-based compensation plan
of the Company comply with the requirement of any exchange, the Code or rule
issued under the Exchange Act, the Board is authorized to make such amendments
without the consent of the affected Eligible Director or the shareowners of the
Company.
ARTICLE XI
GENERAL PROVISIONS
(S)11.1. COMPLIANCE WITH REGULATIONS. All certificates for Shares
delivered under the Plan pursuant to the exercise of any Option shall be subject
to such stock transfer orders and other restrictions as the Board may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any exchange upon which the Shares are then listed, and
any applicable federal or state securities law, and the Board may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions. The Company shall not be required to issue or deliver any
Shares under the Plan prior to the completion of any registration or
qualification of such Shares under any federal or state law, or under any ruling
or regulation of any governmental body or exchange that the Board in its sole
discretion shall deem to be necessary or appropriate.
(S)11.2. OTHER PLANS. Nothing contained in the Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
shareowner approval if such approval is required by applicable law or the rules
of any exchange on which Vlasic Stock is then listed; any such arrangements may
be either generally applicable or applicable only in specific cases.
(S)11.3. CONFORMITY WITH LAW. If any provision of the Plan is or becomes
or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the Board,
such provision shall be construed or deemed amended in such jurisdiction to
conform to applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Board, materially altering the intent of
the Plan, it shall be stricken and the remainder of the Plan shall remain in
full force and effect
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(S)11.4. INSUFFICIENT SHARES. In the event there are insufficient Shares
remaining to satisfy all of the Awards under Article V, Article VI and Article
VII made on the same day, such Awards shall be reduced pro-rata.
(S)11.5. NO RIGHT TO CONTINUANCE AS A DIRECTOR. Neither the action of the
Company in establishing the Plan, nor the granting of an Award shall be deemed
(i) to create any obligation on the part of the Board to nominate any director
for reelection by the Company's shareowners or (ii) to be evidence of any
agreement or understanding, express or implied, that the Eligible Director has a
right to continue as a director for any period of time or at any particular rate
of compensation.
(S)11.6. TRUST ARRANGEMENT. All benefits under the Plan represent an
unsecured promise to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Company
resulting in the Eligible Directors having no greater rights than the Company's
other general creditors. Notwithstanding the foregoing, nothing herein shall
prevent or prohibit the Company from establishing a trust or other arrangement
for the purpose of providing for the payment of the benefits payable under the
Plan at any time.
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