Exhibit 10 (p)
TASTY BAKING
COMPANY
RETIREMENT PLAN FOR
DIRECTORS
The Tasty Baking Company Retirement Plan for
Directors (the “Plan”) is intended to enable the
Company to attract and retain high caliber persons to serve as
directors by providing retirement income to Directors of the
Company who have satisfied certain age or service
criteria.
1. The Plan is
to be administered by the Compensation Committee (the
“Committee”) of the Board of Directors, subject to
review and approval by the Board of Directors as the Board of
Directors may from time to time require.
2. No member of
the Committee shall act upon any matter involving the Plan where
such member of the Committee shall have a direct financial or other
interest different from the interests of other members of the
Committee or of other members of the Board of Directors of the
Company.
3. The
Committee shall have the power and authority to adopt, amend and
rescind administrative guidelines, rules and regulations pertaining
to the Plan and to interpret and rule on any questions respecting
any provision of the Plan.
4. Decisions of
the Committee or the Board of Directors concerning the Plan shall
be binding on the Company and on all persons eligible to
participate in the Plan.
All individuals who serve on the Board of
Directors of the Company on and after the date of adoption of the
Plan and who shall have had five years or more of continuous
service on the Board of Directors of the Company (whether before or
after adoption of the Plan and whether or not qualifying as
credited service for purposes of benefit accrual under Section
D(l)(b) hereof) shall be eligible to participate in the
Plan.
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D.
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BENEFIT
ACCRUAL, PAYMENT AND VESTING
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1. Each
eligible Director of the Company shall, on retirement in good
standing with the consent of the Company (whether by reason of age,
health or otherwise), be paid annually in equal monthly
installments, commencing upon the latter of age sixty-five (65) or
retirement from the Board of Directors, an amount equal to the
annual retainer fee for service as a Director (as in effect upon
the date of such Director’s retirement, and exclusive of any
and all retainers and/or fees payable for services as a member of
any committee of the Board of Directors), such payment to begin on
the first day of the month following such Director’s
retirement and to continue for the lesser of (a) the life of such
Director, or (b) the number of years of credited service of such
Director as a member of the Board of Directors of the
Company.
2. For purposes
of determining years of credited service as a Director under
Section Dl(b) above (i) service as a Director prior t
