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ADDITIONAL BENEFITS PLAN OF DEL MONTE CORPORATION As Amended and Restated Effective as of January 1, 2009

Employee Benefits Plan Agreement

ADDITIONAL BENEFITS PLAN OF DEL MONTE CORPORATION As Amended and Restated Effective as of January 1, 2009 | Document Parties: DEL MONTE FOODS CO | DEL MONTE CORPORATION You are currently viewing:
This Employee Benefits Plan Agreement involves

DEL MONTE FOODS CO | DEL MONTE CORPORATION

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Title: ADDITIONAL BENEFITS PLAN OF DEL MONTE CORPORATION As Amended and Restated Effective as of January 1, 2009
Governing Law: California     Date: 3/4/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

ADDITIONAL BENEFITS PLAN OF DEL MONTE CORPORATION As Amended and Restated Effective as of January 1, 2009, Parties: del monte foods co , del monte corporation
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Exhibit 10.2

ADDITIONAL BENEFITS PLAN OF

DEL MONTE CORPORATION

As Amended and Restated Effective as of January 1, 2009


ADDITIONAL BENEFITS PLAN OF

DEL MONTE CORPORATION

INDEX

 

Section 1

  

PURPOSE OF PLAN

  

1

Section 2

  

DEFINITIONS

  

1

2.1

  

“Administrator or Plan Administrator”

  

1

2.2

  

“AIP”

  

1

2.3

  

“Additional Benefit”

  

2

2.4

  

“Board of Directors”

  

2

2.5

  

“Claimant”

  

2

2.6

  

“Code”

  

2

2.7

  

“Committee”

  

2

2.8

  

“Compensation”

  

2

2.9

  

“Corporation”

  

3

2.10

  

“Covered Individual”

  

3

2.11

  

“Defined Benefit Plan”

  

3

2.12

  

“Effective Date”

  

3

2.13

  

“Eligibility Date”

  

3

2.14

  

“Eligible Individual”

  

3

2.15

  

“Employee”

  

4

2.16

  

“EBC”

  

4

2.17

  

“Individual Account Plan”

  

4

2.18

  

“Interest Factor”

  

4

2.19

  

“Participating Company”

  

4

2.20

  

“Plan”

  

4

2.21

  

“Plan Administrator”

  

4

2.22

  

“Prior Plan”

  

4

2.23

  

“Savings Compensation”

  

4

2.24

  

“Spinco Employee”

  

4

2.25

  

“Specified Employee”

  

5

2.26

  

“Termination of Employment”

  

5

Section 3

  

PROVISIONS APPLICABLE TO DEFINED BENEFIT PLANS

  

5

3.1

  

Eligibility

  

5

3.2

  

Amount of Benefits

  

5

3.3

  

Form of Benefit Payments

  

6

3.4

  

Timing of Benefit Payment

  

7

Section 4

  

PROVISIONS APPLICABLE TO INDIVIDUAL ACCOUNT PLANS

  

7

4.1

  

Eligibility

  

7

4.2

  

Amount of Additional Benefits

  

7

4.3

  

Form of Additional Benefits

  

8

4.4

  

Additional Benefits Election

  

8

4.5

  

No Withdrawals

  

9

4.6

  

Accounting

  

9

Section 5

  

AMENDMENT AND TERMINATION

  

9

5.1

  

Amendment

  

9

5.2

  

Right to Terminate

  

10

Section 6

  

ADMINISTRATION AND AUTHORITY

  

10

6.1

  

Corporation and Board of Directors

  

10


6.2

  

Committee; Organization

  

11

6.3

  

Powers and Responsibility

  

11

6.4

  

Records of Committee

  

13

6.5

  

Reporting and Disclosure

  

14

6.6

  

Correction of the Plan

  

14

6.7

  

Indemnification

  

14

6.8

  

Interpretation of Plan

  

14

Section 7

  

CLAIMS PROCEDURES

  

14

7.1

  

Filing of a claim for benefits

  

14

7.2

  

Notification to Claimant of decision

  

15

7.3

  

Procedure for review

  

15

7.4

  

Decision on review

  

15

7.5

  

Action by authorized representative of Claimant

  

16

7.6

  

Effect of Extensions

  

16

Section 8

  

MISCELLANEOUS

  

16

8.1

  

Assignment

  

16

8.2

  

Governing Law

  

16

8.3

  

Plan Independent of Employment Relationship

  

16

8.4

  

Non-Duplication of Benefit

  

16

8.5

  

Unfunded Plan

  

17

8.6

  

Receipt and Release for Payment

  

17

8.7

  

Acceleration of Payment

  

17

8.8

  

Special Rules for Delayed Payment

  

18

Section 9

  

PRIOR BENEFITS

  

18

9.1

  

Benefits Prior to Effective Date

  

18

9.2

  

Protected Benefits

  

19

 

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ADDITIONAL BENEFITS PLAN OF

DEL MONTE CORPORATION

Effective as of January 1, 2009, as amended and restated

 

Section

1 PURPOSE OF PLAN

This Plan is adopted principally for the purpose of restoring benefit payments to those Covered Individuals under each Defined Benefit Plan and those Eligible Individuals under each Individual Account Plan whose benefits would otherwise be reduced by the limitations imposed by Section 401(a)(17), Section 415 or any other applicable section of the Code. In addition, for certain individuals, the Plan restores the benefit otherwise not provided under the qualified defined benefit pension plan on account of any annual incentive award or salary deferred until Termination of Employment.

The Plan was first effective as of January 1, 1990 and restated in 1996. This restated plan is a continuation of the Plan effective as of December 20, 2002 and reflects the merger of the Supplemental Benefits Plan of Del Monte Corporation (“SUPP”) into this Plan effective as of January 1, 2005. The benefits of Covered Individuals and Eligible Individuals who commenced Plan benefits or who terminated employment with the Corporation prior to December 20, 2002 are provided under the terms of the Plan prior to December 20, 2002. The benefits of Covered Individuals who commenced benefits under the SUPP or who terminated employment with the Corporation prior to January 1, 2005 are provided under the terms of the SUPP prior to January 1, 2005 and are paid under this Plan from and after January 1, 2005 as “grandfathered” benefits. The benefits of Covered Individuals and Eligible Individuals who Terminated Service prior to January 1, 2009 and after December 31, 2004 are provided under the terms of the Plan in effect as of January 1, 2005, as amended and as administered in good faith compliance with Code Section 409A during the transition period under that law. This restated plan document makes final changes for compliance with Code Section 409A. It also removes references to Defined Benefit Plan A because there are no active Participants with a Defined Benefit Plan A benefit as of January 1, 2009.

This Plan also intends to comply with the American Jobs Creation Act of 2004 and Section 409A of the Code as of January 1, 2009, subject to amendment to comply with regulations and guidance issued thereunder from time to time. For purposes of Treas. Reg. § 1.409A-1(c)(2), this Plan may be regarded as two or more plans.

 

Section

2 DEFINITIONS

When used herein, the words and phrases defined hereinafter shall have the following meaning unless a different meaning is clearly required by the context.

2.1 “ Administrator or Plan Administrator ” means the administrator set forth in Section 6.3.

2.2 “ AIP ” means the Del Monte Annual Incentive Plan or any successor bonus plan providing annual bonus awards, or any predecessor incentive award plan of the Corporation or any predecessor.


2.3 “ Additional Benefit ” means the benefit or benefits payable under Section 4 of this Plan.

2.4 “ Board of Directors ” means the Board of Directors of Del Monte Corporation.

2.5 “ Claimant ” shall have the definition set forth in Section 7.1.

2.6 “ Code ” means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

2.7 “ Committee ” means the Del Monte Corporation Compensation and Employee Benefits Committee.

2.8 “ Compensation ” means the basic salary, overtime, shift differential, commissions, sales bonuses paid in cash, and Annual Incentive Award Plan bonus not deferred by a Participant, plus amounts deferred under qualified cash or deferred arrangements, such as before-tax contributions to plans sponsored by the Employer through employee benefit plans maintained under Code Sections 401(k) and 125. Compensation is determined monthly when and as paid, or when deferred under Section 401(k) or Section 125 employee benefit plans. Compensation does not include awards under the Employer’s long term incentive or commendation award program plans, any amounts realized on account of the award, exercise or sale of Del Monte Foods Company stock or its equivalent under Corporation compensation or incentive programs involving a stock-related award; Employer contributions (other than contributions on account of employee elections to defer salary under Code Sections 401(k) or 125 or 132(f)) under any employee benefit plan, including any savings plan, bonus or other awards payment of which has been deferred, severance payments unless made in the form of salary continuation and prior to the date of termination of employment, moving expenses, housing differential, lump sum vacation payments in lieu of taking vacation, and any amounts of additional W-2 income representing taxable employee benefits and corresponding Corporation payments of additional withholding on taxable employee benefits (commonly referred to as “grossed up compensation”). Further, Compensation does not include any “change in control bonus” as determined under any Corporation or Affiliated Company sponsored Salary and Benefit Continuation Program or any bonus described as a “stay-on bonus” that is authorized by the Corporation or any affiliated company. Effective as of November 1, 1993, Compensation includes single sum amounts paid and designated under the Corporation’s salary administration policy as lump sum adjustments to salary. For purposes of this Section, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage, effective as of January 1, 2003; further, an amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan. Compensation does not include any allowance for perquisites or automobiles which are considered part of W-2 income representing taxable employee benefits.

 

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2.9 “ Corporation ” means Del Monte Corporation in respect of its employees, each Participating Company in respect of its employees, and any successor to any of said companies if such successor be the Corporation or an Affiliated Company.

2.10 “ Covered Individual ” means each individual who becomes entitled to payment of a benefit under a Defined Benefit Plan by reason of death, retirement or other Termination of Employment of an Employee, including a Participant, his or her Surviving Spouse or Beneficiary which benefit is subject to reductions that can be restored under Section 3 of this Plan and which benefit is not provided or replaced under the terms of a written agreement between the Employee and the Corporation providing such benefits in lieu of this Plan. A Covered Individual does not include a Spinco Employee from the December 20, 2002 until January 1, 2005.

2.11 “ Defined Benefit Plan ” means the Del Monte Corporation Retirement Plan for Salaried Employees and any other defined benefit retirement plan which principally uses a career compensation formula or cash balance plan formula based on a personal retirement account and is intended to qualify under Section 401(a) of the Code and has been adopted by the Corporation or a Participating Company.

2.12 “ Effective Date ” means January 1, 2009 with respect to the provisions set forth in this Plan, except as otherwise set forth herein.

2.13 “ Eligibility Date ” means determining when an Eligible Individual is first eligible to participate in the Plan under Section 4, which is when an employee of the Corporation:

(a) is eligible to participate in the Individual Account Plan whether or not the individual has elected to participate in the Individual Account Plan, and

(b) has met the service requirements of the Individual Account Plan to be fully vested in the employer matching contributions, whether or not the individual has actually participated in the Individual Account Plan, and

(c) when the Savings Compensation, recognized for purposes of the Individual Account Plan, is first limited by Section 401(a)(17) of the Code or would be limited if the individual participated in the Individual Account Plan, in the Plan Year. For purposes of this sub-Section 2.13(c),Savings Compensation is first limited on the last day of the payroll period during which an Eligible Individual’s Savings Compensation first exceeds the annual limitations imposed by Section 401(a)(17) of the Code or, if earlier, the November 15 of a Plan Year in which the Plan Administrator determines that an Eligible Individual’s Savings Compensation is likely to exceed such limitations by the end of the Plan Year.

2.14 “ Eligible Individual ” means a participant in an Individual Account Plan, or any individual who is eligible to be a participant in an Individual Account Plan, who has had an Eligibility Date and whose benefit in addition to that provided by the Individual Account Plan is not provided under the terms of a written agreement between the Employee and the Corporation providing such benefits in lieu of this Plan. An Eligible Individual does not include a Spinco Employee from December 20, 2002 until January 1, 2005.

 

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2.15 “ Employee ” means an individual who is an employee of the Corporation or a Participating Company and who is covered by or eligible to participate in a Defined Benefit Plan or an Individual Account Plan.

2.16 “ EBC ” shall mean the Del Monte Corporation Employee Benefits Committee.

2.17 “ Individual Account Plan ” means the Del Monte Savings Plan, the Del Monte Saver Plan (formerly the Del Monte Certain Hourly Savings Plan), and any other individual account savings plan intended to qualify under Section 401(a) of the Code and adopted by the Corporation or a Participating Company.

2.18 “ Interest Factor ” means, for a given month from and after January 1, 2009, the sum of (i) the annual rate of the 6-month Treasury bill for that given month, plus (ii) 1.5%, that sum (iii) divided by 12 to produce a monthly rate as of the first day of such given month. The 6-month Treasury bill rate for a given calendar month will be determined based on the rate published in the Federal Reserve Bulletin H.15 in the immediately preceding month as the rate for 6-month Treasury bills for the second preceding month.

2.19 “ Participating Company ” means any domestic company more than 50% of the voting stock of which is directly or indirectly owned by Del Monte Corporation which is designated as a Participating Company in this Plan by the Committee.

2.20 “ Plan ” means the Additional Benefits Plan of Del Monte Corporation, as set forth herein or as may be hereafter amended.

2.21 “ Plan Administrator ” means the Committee serving as “administrator” within the meaning of Section 3(16) of ERISA.

2.22 “ Prior Plan ” means the Additional Benefits Plan of RJR Nabisco, Inc. and Participating Companies as of December 31, 1989 which is intended as a predecessor plan of the Plan and for which prior benefits and elections were recognized under this Plan from and after January 1, 1990.

2.23 “ Savings Compensation ” means Compensation as determined under Section 2.8 and as adjusted by eliminating bonus or incentive compensation of any form, whether paid or deferred in any year; and commissions.

2.24 “ Spinco Employee ” means an individual who is an employee of a Corporation business unit that was included in the group of former Heinz businesses that became part of Del Monte Corporation as a result of the Merger under the Agreement and Plan of Merger dated as of June 12, 2002 among H. J. Heinz Company, SKF Foods Inc., Del Monte Corporation and Del Monte Foods Company and who participates, or is eligible to participate, in the qualified plans provided for employees at such

 

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locations prior to January 1, 2004 unless the individual becomes eligible to participate in the plan specifically identified in Section 2.11 of this Plan or is eligible to participate in the plans identified in Section 2.16 of this Plan as a “SF Employee”, as defined in such plan. As of January 1, 2004, a Spinco Employee means an employee who is a “PA Employee”, as defined in the Del Monte Savings Plan.

2.25 “ Specified Employee ” means a Participant who is a “key employee” as defined for purposes of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code), of the Corporation or its Affiliates. If a person is a Specified Employee as of December 31 of the preceding Plan Year, he or she is treated as a Specified Employee for the 12-month period beginning on April 1 of the Plan Year. For purposes of this Section 2.24, the term “compensation” will be defined in accordance with Code Reg. §1.409A-1(i)(2), applied on a consistent basis for each period. Whether an individual is a Specified Employee will be determined in accordance with the requirements of Code Section 409A and the final regulations issued thereunder and is only applicable for period when the Corporation or any Affiliate has stock that is publicly traded on an established securities market or otherwise in accordance with Code Reg. § 1.409A-1(i).

2.26 “ Termination of Employment ” shall mean the ceasing of employment with the Corporation and any Affiliate, voluntarily or involuntarily, for any reason and shall be a separation from service within the meaning of Code Reg. § 1.409A-1(h). Termination of Employment includes death, except as otherwise provided herein.

 

Section

3 PROVISIONS APPLICABLE TO DEFINED BENEFIT PLANS

3.1 Eligibility .

All Employees from and after the Effective Date who participate in a Defined Benefit Plan are eligible to receive benefits under this Plan computed in accordance with Section 3.2 upon Termination of Employment; provided that no benefit is payable under this Plan unless the Employee is fully vested in his or her benefit under such Defined Benefit Plan.

3.2 Amount of Benefits .

(a) Excess Benefit The amount of the benefit payable under the Plan to a Covered Individual shall be the difference, each expressed as a Credit Balance, of (1) the benefit that would be provided to such Covered Individual under the Defined Benefit Plan if such benefit were calculated under the terms of the Defined Benefit Plan without application of certain legal limitations, as set forth in subsection (b) below; minus (2) the benefit actually payable to such Covered Individual from such Defined Benefit Plan. The benefit is determined as of a Participant’s Termination of Employment for any reason.

 

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(b) For purposes of determining the amount in (a)(1) above, the following shall apply:

 

 

(1)

Compensation under such Defined Benefit Plan shall be determined without regard to the limits imposed by Section 401(a)(17) of the Code.

 

 

(2)

The limitations imposed by Section 415 of the Code shall be disregarded.

(c) In the event a Covered Individual’s benefits payable from a Defined Benefit Plan are increased subsequent to retirement or other Termination of Employment due to an increase in the maximum benefits payable under Section 415 of the Code, the benefits payable hereunder, will not be adjusted or reduced.

(d) Additional Benefit In addition to the benefit determined under Section 3.2(a), a lump sum benefit determined as follows may be provided to a Covered Individual who participates in the Defined Benefit Plan and who has deferred any Annual Incentive Plan Bonus(es); provided that if a Covered Individual becomes eligible for a payment under the Corporation’s Supplemental Executive Retirement Plan (SERP), any benefit under this subsection (d) shall be forfeited as it will be included in the SERP benefit. The benefit is the difference, expressed in the form of a Credit Balance between (1) the benefit that would be provided to such Covered Individual under the Defined Benefit Plan if such benefit were calculated under the terms of the Defined Benefit Plan without application of the legal limitations set forth in Section 3.1(b) and based on Full Compensation, as set forth in subsection (e) below; minus (2) the benefit that would be provided to such Covered Individual under the Defined Benefit Plan if such benefit were calculated under the terms of the Defined Benefit Plan without application of the legal limitations set forth in Section 3.1(b) but using Compensation as defined in Section 2.8.

(e) For purposes of determining the benefit under Section 3.2(d), Full Compensation shall mean Compensation that includes, as applicable, for any Annual Incentive Plan bonus awarded to a Participant and deferred in whole or in part, such amount credited in the Plan Year that awards are paid generally to employees who have not deferred any bonus amount.

3.3 Form of Benefit Payments .

(a) After the benefit has been determined under Section 3.2, it will be paid to a Covered Individual in the form of a lump sum equal to the Credit Balance determined under Section 3.2 as of the Participant’s date of Termination of Employment.

(b) After January 1, 2005 and prior to January 1, 2008, the benefit was paid in the same form as the benefit paid to a Covered Individual under the Defined Benefit Plan and with an Annuity Starting Date prior to January 1, 2008 in reliance on the transition guidance under Code Section 409A.

 

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3.4 Timing of Benefit Payment .

The benefit under this Plan is payable in the seventh (7 th ) full calendar month following the Employee’s Termination of Employment. Actual payment may be made on a later date to the extent permitted under Code Section 409A and Treas. Reg. § 1.409A-3(d).

 

Section

4 PROVISIONS APPLICABLE TO INDIVIDUAL ACCOUNT PLANS

4.1 Eligibility .

All Eligible Individuals on or after the Effective Date are eligible to receive Additional Benefits under this Plan computed in accordance with Section 4.2; provided, that no benefit may be paid unless the Eligible Individual is fully Vested, as defined in Section 4.2 or would be fully Vested if the Eligible Individual were participating in an Individual Account Plan.

4.2 Amount of Additional Benefits .

(a) The Amount of the Additional Benefit, if any, shall be equal to (1) the amount by which the Savings Compensation of the Eligible Individual (as if the Eligible Individual had enrolled in the Individual Account Plan when first eligible) exceeds the limitations imposed by Section 401(a)(17) of the Code, multiplied by (2) the maximum percentage of Savings Compensation, for that Plan Year, which is subject to Corporation matching contribution upon the deferral or contribution to the underlying Individual Account Plan by a participant in such plan and multiplied by (3) the maximum percentage of Corporation matching contributions, for that Plan Year, in the underlying Individual Account Plan plus (4) an amount equal to interest as calculated under Section 4.6(b) applied to the foregoing amount for the period when the Eligible Individual’s Savings Compensation recognized under the Individual Account Plan exceeds the limitations under Section 401(a)(17) of the Code. The amount of the Additional Benefit is determined and awarded as of December 31 of each year f


 
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